Overview
This agreement between Worca, Inc. and clients establishes terms for payment forwarding services to global contractors outside the United States through Worca’s foreign subsidiaries.
1. Services
Worca provides payment forwarding through foreign subsidiaries for designated contractors outside the US, with method and manner determined by Worca.
2. Client Obligations
Clients must:
- Provide contractor information via FORM A or platform
- Deposit payment funds in USD at least 5 business days before scheduled payment date
- Cooperate in service performance
- Prevent delays
3. Worca Obligations
Worca will:
- Hold payment funds as trust funds (exempt from liens/judicial process)
- Convert funds to local currencies
- Transfer converted funds to designated contractors
- Prevent delays
4. Service Fees and Expenses
- Client pays fees per Schedule A
- Client responsible for sales, use, excise taxes
- Late payments accrue interest at 5% monthly or highest California-permissible rate
- Worca may suspend services for unpaid fees after 5-day notice
5. Conditions for Holding Payment Funds
Worca’s duties are purely ministerial; not fiduciary. Worca is protected when acting on good-faith documents and is not liable for errors in judgment except gross negligence or willful misconduct.
6. Limited Warranty and Liability
Worca warrants professional, timely performance per FORM A and industry standards. Sole remedy for breach is cure within 30 days or termination. All other warranties disclaimed.
7. Term and Termination
- Monthly auto-renewal with 30-day termination notice
- Certain rights survive termination
8. Limitation of Liability
Worca excludes liability for consequential, indirect, or punitive damages. Maximum liability capped at 2x aggregate amounts paid.
9. Indemnification
Client indemnifies Worca except for willful misconduct or gross negligence.
10. Entire Agreement
Entire agreement encompasses all related documents.
11. Severability
Invalid terms don’t affect remainder.
12. Amendments
Amendments require written signatures.
13. Assignment
Client cannot assign without consent.
14. Assignment by Worca
Worca may assign to affiliates.
15. Notices
All notices shall be in writing.
16. Independent Contractor Relationship
No agency, partnership, or employment relationship exists.
17. Governing Law
California law governs; exclusive jurisdiction in Los Angeles County courts for injunctive relief.
18. Arbitration
All disputes resolved by binding JAMS arbitration in Los Angeles.
19. Class Action Waiver
Class action arbitration waived.
20. Force Majeure
Parties excused for failures from uncontrollable events (acts of God, war, pandemics, etc.), except payment obligations. 30-day notice required; either party may terminate if delay exceeds 30 consecutive days.
FORM A: Contractor Information Required
- Geographic location
- Full legal name
- Mailing address
- Payment information
- Statement of work
- Scheduled payment date/amount
- Release conditions
SCHEDULE A: Payment Terms
- Monthly automatic billing until termination
- Refunds limited to Worca’s discretion