BY INDICATING YOUR AGREEMENT TO THE TERMS OF THIS TINKER EXPERT AGREEMENT (THE “AGREEMENT”), OR BY OTHERWISE USING THE TINKER MOBILE APPLICATION (“TINKER”), YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

This Agreement is entered into between you (“EXPERT”) and Glocal Development, LLC (“GLOCAL”) and is effective on the date (the “Effective Date”) that the Agreement is accepted by EXPERT. This Agreement may be entered into by EXPERT as an individual or as a corporate entity.

RECITALS

1. EXPERT is a recognized and skilled professional vehicle repair person or entity or a recognized and skilled vehicle repair enthusiast who has met and will continue to meet the criteria as listed in the application to participate in TINKER completed by EXPERT; and
2. GLOCAL desires to have EXPERT provide do-it-yourself consumers (each, a “DIYer”) using TINKER with general advice to assist DIYers in performing the service, modification, or repair of their vehicles or to generally educate DIYers on vehicles.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. TERM. The term (the “Term”) of this Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the terms hereof.
2. BASIC OBLIGATIONS

                      (a)       Advise About Service, Modification, and Repair of Vehicles. EXPERT agrees to perform the services as specified herein and that the performance of such services will be adequate and to GLOCAL’s satisfaction. EXPERT agrees and acknowledges that EXPERT is not providing any diagnostic services or repairs for any DIYer or on any vehicle, but is instead consulting with the DIYer so that the DIYer can diagnose, service, and repair the DIYer’s own vehicle. EXPERT further agrees and acknowledges that EXPERT is not conducting an in-person evaluation of any vehicle, but is instead relying on information provided by the DIYer. As such, EXPERT shall not provide any estimates of the costs of repairs or parts that any DIYer will incur, but instead may offer only general information about the categories of such expenses and how the DIYer might purchase any necessary supplies or parts. EXPERT shall only provide advice requested by the DIYers using TINKER on such OEM vehicles and brands for which EXPERT has represented as having expertise within TINKER. EXPERT is solely responsible for maintaining and updating EXPERT’s declared areas of expertise to ensure accuracy and completeness. Should EXPERT not have expertise with a particular OEM vehicle or brand, EXPERT should decline to provide advice to the DIYer. EXPERT will work with TINKER management to maintain open lines of communication on consumer feedback and vehicle technical information. EXPERT agrees to perform duties, as required by GLOCAL, to ensure DIYers are provided standard vehicle repair information and an excellent customer service experience.

                      (b)        EXPERT Experience and Licensing. EXPERT shall, at all times, ensure that EXPERT meets the criteria listed in the application to participate in TINKER completed by EXPERT or such other criteria as may be provided by GLOCAL from time-to-time. In addition, EXPERT shall, at all times, have all licenses and certificates required to perform vehicle inspections under the laws of the state in which EXPERT conducts business and in the state of formation (if an entity). If EXPERT will conduct business in a different state than the state in which EXPERT conducted business at the time of EXPERT’s acceptance into TINKER, , EXPERT will promptly notify GLOCAL of EXPERT’s new business address by sending an email to support@tinkerdiy.com.

                      (c)        EXPERT Conduct. EXPERT shall, at all times, ensure that EXPERT’s behavior meets social conventions and the highest standards of professionalism, good citizenship, and good moral conduct. EXPERT shall not engage in any activity or act, which in the sole discretion of GLOCAL, may in any way injure or adversely reflect on the name, reputation, or goodwill of GLOCAL or any of its parents, subsidiaries, or affiliates.

                      (d)        EXPERT Appearance. EXPERT shall wear appropriate clothing, as determined by GLOCAL, in performing services as designated by GLOCAL. EXPERT shall conform to reasonable grooming standards.

                      (e)        Branded Apparel. At no time during consultations with DIYers shall EXPERT’s apparel contain the name or insignia of any competitors of GLOCAL, except as approved in advance and in writing by GLOCAL.

                      (f)        Technical Development. EXPERT shall advise, participate, and cooperate with GLOCAL in the technical development of GLOCAL and TINKER and shall provide such technical information and advice as GLOCAL may request.

                      (g)        Code of Conduct. EXPERT will answer DIYer calls and provide advice to DIYers in accordance with the Tinker Code of Conduct which is provided in Schedule 1 hereto.

                      (h)        State Limitations. EXPERT agrees and acknowledges that EXPERT is permitted to provide advice to DIYers on TINKER only in states in which GLOCAL has received the appropriate licenses to conduct business and provide services. A list of states in which GLOCAL may conduct business may be requested by EXPERT at support@tinkerydiy.com.

3. CONFIDENTIALITY. EXPERT acknowledges that GLOCAL may disclose certain confidential information to EXPERT, and EXPERT may learn certain confidential information about GLOCAL and its customers that is not generally known to third parties, and that all such information shall be deemed to be “Confidential Information." The Confidential Information may include, but is not limited to, all customer lists and information, ideas, concepts, inventions, designs, developments, and other information learned in connection with the performance of EXPERT's services hereunder. The Confidential Information is the sole and exclusive property of GLOCAL. EXPERT agrees not to use, or to disclose to any third party, any Confidential Information, except as authorized in writing by GLOCAL or as required by law or legal process.  
4. COMPENSATION. For services performed by EXPERT in accordance with this Agreement, and provided that EXPERT fully complies with EXPERT’s obligations hereunder, and is not in breach of any of the terms hereof, GLOCAL shall compensate EXPERT according to the terms and the conditions set forth in Schedule 2 hereto.
5. GRANT OF RIGHTS.

                      (a)        Filming, etc. EXPERT agrees that GLOCAL shall have the right to film, photograph, and record EXPERT’s services hereunder. EXPERT also agrees to participate in filming, photography, and recording sessions as reasonably requested by GLOCAL or to supply films, photographs, and recordings of EXPERT as reasonably requested by GLOCAL.

                      (b)        Ownership. All of the results and proceeds of EXPERT's services hereunder, including, without limitation, all films, photographs, recordings, Testimonials (as defined below), and other material produced by or on behalf of GLOCAL or EXPERT hereunder (collectively, the “Work”) shall be a “work made for hire” for GLOCAL, with all rights therein being the exclusive property of GLOCAL. In the event any such Work shall be deemed not to be a “work made for hire,” then EXPERT hereby grants to GLOCAL all right, title, and interest therein. Without limiting the generality of the foregoing, GLOCAL and its licensees, successors, and assigns shall have the unlimited right and permission to use and otherwise exploit the Work, and any material based thereon or derived therefrom, edited or altered as GLOCAL sees fit, together with any other material, in any manner, in any and all media (whether now or hereafter known), anywhere in the world, in perpetuity, for any purposes whatsoever, including, without limitation, for purposes of advertising or trade. EXPERT hereby waives any moral rights or similar rights that EXPERT may have in the Work.

                      (c)        Right of Publicity. EXPERT also hereby grants to GLOCAL and its licensees, successors, and assigns the unlimited right and permission to use and otherwise exploit EXPERT’s name, picture, likeness, voice, and biographical information, and any material based thereon or derived therefrom, edited or altered as GLOCAL sees fit, together with any other material, in any manner, in any and all media (whether now or hereafter known), anywhere in the world, in perpetuity, for any purposes whatsoever, including, without limitation, for purposes of advertising or trade.

                      (d)        Testimonials. In the event that GLOCAL requests EXPERT to make any statement or testimonial (collectively, the “Testimonials”) for promotional purposes, EXPERT shall fully cooperate with GLOCAL in giving the Testimonials. EXPERT certifies that the Testimonials represent EXPERT’s current honest opinions, findings, beliefs, and experiences. EXPERT agrees to immediately notify GLOCAL of any change in EXPERT’s views.

                      (e)        Waiver. EXPERT shall have no right of approval, no claim to additional compensation, and no claim arising out of any use, blurring alteration, distortion, illusionary effect, faulty reproduction, fictionalization, or use in any composite form of the Work or EXPERT’s name, picture, likeness, voice, or biographical information.

6. RELEASE; INDEMNIFICATION

                      (a)        Release. EXPERT, on EXPERT’s own behalf, and for EXPERT’s officers, directors, shareholders, members, employees, heirs, assigns, and legal representatives, hereby forever releases and discharges GLOCAL, and its parents, subsidiaries, and affiliates, and their respective directors, officers, employees, agents, and representatives from and against any and all demands, claims, causes of action, obligations, liabilities (including, but not limited to, claims for property damage or personal injuries, including death), penalties, fines, assessments, and expenses (including, but not limited to, attorneys’ fees) which EXPERT may sustain or incur arising out of or in connection with EXPERT's performance of services hereunder.

                      (b)        Indemnification. EXPERT hereby agrees to defend, indemnify, and hold harmless GLOCAL and its parents, subsidiaries, and affiliates, and their respective directors, officers, employees, agents, and representatives from and against any and all demands, claims, causes of action, obligations, liabilities (including, but not limited to, claims for property damage or personal injuries, including death), penalties, fines, assessments, and expenses (including, but not limited to, attorneys’ fees) arising out of or in connection with EXPERT's performance of services hereunder.

7. ASSIGNMENT. GLOCAL enters into this Agreement in reliance upon EXPERT's representations that EXPERT is skilled, experienced, proficient, and well-trained and upon EXPERT's reputation and personal performance of the obligations in this Agreement. EXPERT may not assign this Agreement or any part hereof, or delegate any of EXPERT’s obligations hereunder, without the prior written consent of GLOCAL. Any attempted assignment or delegation not consented to by GLOCAL in writing shall be void. GLOCAL may assign this Agreement to a parent, subsidiary, affiliate, or successor of GLOCAL.
8. INDEPENDENT CONTRACTOR. EXPERT is an independent contractor. GLOCAL shall have no control over the manner, mode, style, or method of which EXPERT may select or choose to perform services under this Agreement, provided that EXPERT’s conduct shall conform to standards of professionalism, good citizenship, and good moral conduct and to the terms hereof. EXPERT is solely responsible for obtaining and maintaining any license, registration, or other form of business authorization related to its performance of obligations under this Agreement, including, but not limited to, any services provided to DIYers through TINKER or otherwise. Nothing contained herein shall make EXPERT an agent or employee of GLOCAL. It is further understood and agreed that this Agreement does not constitute a partnership, joint venture, or employer-employee relationship between the parties. As an independent contractor, EXPERT shall be responsible for the payment of all taxes, reporting, and compliance with other legal obligations in connection therewith. In addition, EXPERT shall not be entitled to any of the benefits GLOCAL or its affiliates may make available to their employees.

9. SUSPENSION AND TERMINATION

                      (a)        Suspension. GLOCAL may, at any time, for any reason, and without incurring any obligation or liability beyond payment for work performed, suspend performance of all or any portion of services being or to be performed by EXPERT.

                      (b)        Termination. Each party may terminate this Agreement, with or without cause, at any time, by providing written notice of termination to the other as provided in the Agreement.

                      (c)        GLOCAL's Release from Obligations. Upon termination, GLOCAL shall be released from all obligations under the terms of this Agreement which have not accrued on the date of termination.

                      (d)        Attorneys’ Fees. In the event either party brings a legal action to enforce any of the terms, conditions, or provisions of this Agreement, each party agrees to pay its own attorneys' fees and costs.

10. MODIFICATION. GLOCAL shall have the right to modify the terms of this Agreement at any time by providing notice to EXPERT as provided in Paragraph 11(d) below. EXPERT’s use of TINKER after receipt of such notice shall constitute EXPERT’s agreement to such modifications. Except as set forth herein, this Agreement may not be modified or amended except in a written document signed by both parties.

11. MISCELLANEOUS

                       (a)        Non-Waiver. The waiver of any alleged breach to this Agreement shall not constitute a waiver of said breach or of any provision of this Agreement and the failure to promptly exercise any right hereunder shall not be deemed a waiver of such party’s right to exercise such right in the future.

                       (b)        Applicable Law. This Agreement shall be interpreted and construed according to the laws of the State of California applicable to contracts executed and fully performed therein, without regard to conflict of law rules. All disputes arising out of or otherwise relating to any transaction or activity to which this Agreement relates will be subject to the exclusive jurisdiction and venue of the federal and state courts in Los Angeles County, California, and the parties’ consent to the personal and exclusive jurisdiction and venue of these courts.

                       (c)        Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous representations, arrangements, agreements, and understandings, written or oral, express or implied, if any, by and between the parties and their respective representatives with respect to the subject matter hereof.

                       (d)        Notices. Any notices required to be given under this Agreement by either party to the other shall be given by e-mail. Notices to GLOCAL shall be sent to support@tinkerdiy.com. Notices to EXPERT shall be sent either to the e-mail address associated with EXPERT’s TINKER account or to the e-mail provided by EXPERT during EXPERT’s onboarding process, unless EXPERT has provided written notice (in accordance with the terms hereof) of an updated e-mail address to which notices should be sent. GLOCAL may also provide notices to EXPERT via TINKER. Notices will be deemed received as of the date of actual receipt.

                        (e)        Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect, without being impaired or invalidated in any way.

                        (f)        Survival. The provisions of this Agreement that by their context are intended to survive the expiration or termination of this Agreement will survive the expiration or termination of this Agreement, including, without limitation, Paragraphs 3 and 5-11.

                        (g)        Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and to the assigns and successors of GLOCAL.

TINKER CODE OF CONDUCT

At Tinker, we are committed to fostering a safe, respectful, and collaborative environment for our Expert community. As an Expert on the platform, you play a crucial role in ensuring a positive experience for all users. This Code of Conduct outlines the behavior and standards we expect from all Experts:

1. Maintain a kind and professional demeanor during calls and interactions with vehicle
2. Wear appropriate clothing – clean, no questionable or offensive messaging
3. Do not promote the use of a competitor platform or a similar competitor service while providing services under this
4. Accept calls only when in an environment where you can give the call your full attention and where you have a stable internet
5. Provide accurate, helpful, and reliable information to vehicle owners seeking
6. Be respectful of all individuals, regardless of their background, identity, or
7. If conflicts arise with vehicle owners, approach them with a willingness to understand and resolve issues
8. Do not engage in personal attacks, insults, or offensive language. Keep discussions focused on technical matters.
9. Respect the personal boundaries and decisions of others, including their privacy and choices regarding their
10. Communicate clearly and respectfully with vehicle
11. Respond promptly to call requests and messages and inform vehicle owners if you cannot fulfill a
12. Protect the privacy and confidentiality of vehicle owners. Do not share personal information or sensitive
13. Prioritize the safety of vehicle owners by providing accurate and safe advice. Do not endorse or encourage unsafe
14. Do not engage in harassment or bullying of any kind. Report any such behavior to Tinker immediately.
15. Be open to feedback from vehicle owners. Use feedback to improve your performance and enhance the Tinker
16. Stay updated with the latest vehicle trends and knowledge to provide the best support to vehicle
17. Comply with all applicable laws and regulations while using the Tinker
18. Adhere to Tinker’s Terms of Service and any additional policies or guidelines set forth by the platform.
19. If you observe any violations of this Code of Conduct or encounter any issues on the platform, promptly report them to Tinker through the designated

By participating as an expert on Tinker, you agree to abide by this Tinker Code of Conduct and to contribute to a positive and supportive community for all users.

Thank you for being a valuable part of the Tinker Expert community.

COMPENSATION

Payment Platform Requirements

• EXPERT to set up Stripe Express account with Stripe, Inc. or another payment platform (each, the “Payment Platform”) as solely determined by GLOCAL.
• GLOCAL to pay EXPERT via the Payment Platform every two (2) weeks or in such other frequency as solely determined by GLOCAL.
• EXPERT may move funds from EXPERT’s Payment Platform account to EXPERT’s bank account at the sole discretion of EXPERT, subject to the Payment Platform’s terms and conditions.

Compensation Amount

• EXPERT will be paid an amount per each successful call as shown to EXPERT in TINKER at the time a call is offered to EXPERT.

GLOCAL reserves the right to refuse payment (and EXPERT shall not be entitled to payment) for any services performed that do not comply with the terms of this Agreement.