GUAQ TERMS OF SERVICE

a Product of EEVET, INC.
Effective Date: February 2026

Guaq is a software platform providing Protected Payment services to freelancers and independent contractors, operated by EEVET, Inc., a Delaware corporation authorized to conduct business in the state of Texas. Guaq gives independent contractors and their clients a secure way to transact: client payments are held in a protected pending state and released to the Service Provider upon the client's confirmation of delivery — or automatically after a maximum of seventy-five (75) days. Guaq does not connect or introduce parties; users bring their own client relationships to the platform. The terms of service and agreements below are designed to build a cohesive and trustworthy community of independent professionals who use Guaq solely as a payment tool for work they have independently arranged. We feel it is your right and duty to maintain this ecosystem for the sustainability of your career. Please do your best!

GOVERNING LAW

This Agreement, and any claim, cause of action, or dispute ("Claim") arising out of or related to this Agreement, shall be governed by the laws of the State of Texas, without regard to conflicts of law principles, regardless of your country of origin or where you access Guaq's services or content. EEVET, Inc. is incorporated in the State of Delaware and operates the Guaq platform as a franchised business activity in the State of Texas. Nothing herein shall be construed to limit the application of Delaware corporate law to the internal affairs of EEVET, Inc.

NATURE OF GUAQ PLATFORM; NO EMPLOYMENT RELATIONSHIP

Guaq is a software platform that provides Protected Payment services to independent contractors and freelancers who bring their own client relationships to the platform. Guaq is not a marketplace and does not connect, match, introduce, or refer Service Providers to Customers. Service Providers and their Customers independently arrange their own service agreements entirely outside of Guaq. Guaq's sole function is to process client payments and hold those funds in a protected pending state using manual payout timing controls, releasing them to the Service Provider upon the Customer's confirmation of service delivery. Guaq does not employ Service Providers, does not direct or control the manner in which services are performed, and does not set the rates, schedules, or methods used by Service Providers.

By using the Guaq platform, you expressly acknowledge and agree that:

1. You are an independent contractor operating your own independent business, and not an employee, agent, partner, or joint venturer of Guaq or EEVET, Inc.;
2. Guaq does not provide tools, equipment, training, or supervision in connection with any services you perform;
3. You retain full discretion over when, where, how, and for whom you perform services;
4. The existence of this Agreement or your use of the Guaq payment platform does not, in any way, create an employment relationship between you and Guaq or EEVET, Inc.;
5. You are responsible for determining the manner and means by which you complete any services you have independently arranged with your Customer; and
6. Guaq's Protected Payment services are provided solely as a manual payout timing mechanism for independently negotiated agreements, and Guaq makes no representations regarding the enforceability, completeness, or terms of any service agreement between you and any Customer.

PROTECTED PAYMENTS

Guaq offers Protected Payment services as part of its software platform. When a Service Provider and Customer agree to use Guaq's Protected Payment feature, the Customer submits payment through the platform and those funds are held in a protected pending state using manual payout timing controls before being transferred to the Service Provider's connected account. Guaq acts solely as a neutral payment intermediary and does not adjudicate disputes regarding the quality, completion, or terms of any services performed.

Protected Payment Hold Period

Funds submitted through Guaq's Protected Payment feature may be held in a protected pending state for a maximum period of seventy-five (75) calendar days from the date of payment ("Protected Payment Hold Period"). The parties to the underlying service agreement are responsible for initiating release of funds, disputing a transaction, or requesting a refund within this period. Guaq reserves the right to transfer held funds to the Service Provider's connected account upon expiration of the 75-day Protected Payment Hold Period if no dispute or release instruction has been received, unless prohibited by applicable law.

Release of Protected Funds

Protected funds will be transferred to the Service Provider upon: (a) mutual written instruction from both the Service Provider and Customer authorizing release; (b) a final determination in an arbitration or dispute resolution proceeding as set forth in this Agreement; or (c) expiration of the 75-day Protected Payment Hold Period without a pending dispute, in which case funds will be transferred to the Service Provider unless the Customer has submitted a timely dispute. Guaq is not responsible for any delays in fund transfer caused by the parties' failure to provide timely release instructions or to initiate dispute resolution within the Protected Payment Hold Period.

Disputes Regarding Protected Funds

Any dispute regarding the release or disbursement of funds held through Guaq's Protected Payment feature must be submitted in writing to Guaq at service@eevet.com prior to expiration of the Protected Payment Hold Period. Guaq will not release disputed funds until the dispute is resolved through the arbitration process set forth in this Agreement or by mutual written agreement of the parties. Guaq does not make any determination regarding the merits of disputes between Service Providers and Customers and acts solely as a neutral payment intermediary pending resolution. Disputes not submitted within the Protected Payment Hold Period will result in automatic transfer of funds to the Service Provider as described above, and Guaq shall have no further obligation with respect to such funds.

No Interest; Fees

Funds held through Guaq's Protected Payment feature will not accrue interest for the benefit of any party. Guaq's platform fees, if any, applicable to Protected Payment transactions will be disclosed at the time of transaction initiation. By initiating a Protected Payment transaction, you agree to pay all applicable platform fees.

LIMITATION OF LIABILITY AND USE

This Agreement is an electronic contract that sets out the legally binding terms of the relationship between Guaq (operated by EEVET, Inc.) and you. By registering a profile, you accept and agree to be bound by the terms of this Agreement. Guaq reserves the right to change this Agreement and add additional terms at any time, effective upon making the modified provisions available on the Application or by notifying you directly. You are responsible for regularly reviewing this Agreement. Continued use of the Application after any such changes shall constitute your consent to such changes. Use of the Application is permitted only by individuals who can form legally binding contracts under applicable law.

PERMITTED USE

The Guaq platform and all of its features and content ("Application") is a service made available by EEVET, Inc. ("Company") and may only be used under the following terms and conditions. The Application is made available for the purpose of processing payments and providing Protected Payment services for independently arranged service agreements. Guaq is a software platform, not a marketplace, and does not facilitate the discovery, matching, or introduction of Service Providers and Customers. The Content on this Application is for your personal use only and not for commercial exploitation beyond the intended Protected Payment functionality.

You may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Application or its Content. You may not use any network monitoring or discovery software to determine the Application's architecture or extract information about usage or individual identities. You may not use any robot, spider, or other automated software to monitor or copy the Application without Company's prior written permission. You may not use the Application to transmit any false, misleading, fraudulent, or illegal communications. Any unauthorized use of the Application or its Content is prohibited.

LIMITED LICENSE

As a user of this Application, you are granted a nonexclusive, nontransferable, revocable, limited license to access and use the Application and Content in accordance with these Terms and Conditions. Company may terminate this license at any time for any reason.

INTELLECTUAL PROPERTY RIGHTS

Except as expressly provided in these Terms and Conditions, nothing contained herein shall be construed as conferring on you or any third party any license or right, by implication, estoppel, or otherwise, under any law (whether common law or statutory) including those related to copyright or other intellectual property rights. You agree that the Content and Application are protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws.

CONFIDENTIALITY; USE AND DISCLOSURE

From time to time, you may be given access to confidential information in the course of performing services facilitated through the Guaq platform. During the term of this Agreement and at all times thereafter, you will: (a) hold all Confidential Information in strict trust and confidence; (b) refrain from using or permitting others to use Confidential Information in any manner not expressly permitted by this Agreement; and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Guaq's express prior written consent on a case-by-case basis.

"Confidential Information" means any and all information related to Guaq's, EEVET, Inc.'s, or any Customer's business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties including Customers) that Guaq and/or the Customer considers to be confidential or proprietary, or that Guaq has a duty to treat as confidential.

We will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care.

Exceptions

Your confidentiality obligations will terminate with respect to any particular information that you can prove, by clear and convincing evidence: (a) you lawfully knew prior to Guaq's first disclosure to you; (b) a third party rightfully disclosed to you free of any confidentiality duties; or (c) has become generally available to the public through no fault of yours. You will be permitted to disclose Confidential Information to the extent required by law or court order, provided that you immediately notify Guaq in writing and cooperate with Guaq in any lawful action to contest or limit the scope of such required disclosure.

Return or Destruction

Upon Guaq's request and upon any termination or expiration of this Agreement, you will promptly: (a) return to Guaq, or if so directed destroy, all Confidential Information in every form and medium; (b) permanently erase all electronic files containing or summarizing any Confidential Information; and (c) certify to Guaq in writing that you have fully complied with these obligations.

WARRANTY DISCLAIMER

INDEMNIFICATION

You will indemnify and hold harmless Guaq, EEVET, Inc., and their respective parents, affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees) arising from or relating to: (a) a breach by you of any representation, warranty, covenant, or obligation in this Agreement; or (b) any negligent or intentional act or omission committed by you in connection with the performance of any independently contracted services facilitated through the Guaq platform. Guaq and EEVET, Inc. specifically disclaim any obligation to defend and/or indemnify you from any third party claims arising from any act or omission committed by you in the performance of independently contracted services.

INDEPENDENT CONTRACTOR RELATIONSHIP

You represent, warrant, and covenant that:

1. You have full right, power, and authority to enter into and perform this Agreement without the consent of any third party, including any current or former employers;
2. Your services performed through the Guaq platform will conform to the applicable specifications and requirements, and will be of a professional quality;
3. You are not subject to any contract or duty that would be breached by entering into or performing your obligations under this Agreement.

Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Guaq, EEVET, Inc., and you, or between any Customer and you. The Guaq platform provides Protected Payment services only; it does not employ you, supervise your work, or control the services you perform, nor does it match or introduce you to Customers. You will take no position with respect to any tax return or application for benefits, or in any proceeding directly or indirectly involving Guaq or EEVET, Inc., that is inconsistent with your status as an independent contractor. You are not the agent of Guaq or EEVET, Inc., and you are not authorized to make any commitment or act on their behalf.

BENEFITS AND CONTRIBUTIONS

You are not entitled to or eligible for any benefits that Guaq, EEVET, Inc., or their affiliates may make available to their employees, including group insurance, profit-sharing, or retirement benefits. Because you are an independent contractor, Guaq and EEVET, Inc. will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers' compensation insurance on your behalf.

If, notwithstanding the foregoing, you are reclassified as an employee of Guaq or EEVET, Inc. by the IRS, DOL, or any other federal, state, or foreign court or agency, you agree that you will not, as a result of such reclassification, be entitled to any employee benefits under any plans or programs established or maintained by Guaq, EEVET, Inc., or any of their affiliates.

You acknowledge that as an independent contractor, you are not covered by any insurance that may be provided by Guaq or EEVET, Inc. to its employees, including health insurance, workers' compensation insurance, general liability insurance, and automobile liability insurance. You are solely and exclusively responsible for your own insurance coverage.

TAXES

You are solely responsible for filing all tax returns and submitting all payments required by any federal, state, local, or foreign tax authority arising from payments received through the Guaq platform. You agree to comply with all applicable laws governing self-employed individuals, including laws requiring the payment of income and employment taxes, social security, disability, and other contributions. To the extent required by the IRS, EEVET, Inc. will report payments made to you by filing Form 1099-NEC or 1099-MISC, as applicable, with the IRS. You agree to indemnify Guaq and EEVET, Inc. for any tax liabilities incurred as a result of your failure to pay applicable taxes in a timely manner.

REGISTRATION

Certain sections of the Application require you to register. If registration is requested, you agree to provide accurate and complete registration information. It is your responsibility to inform Company of any changes to that information. Each registration is for a single individual or entity only. Company does not permit anyone other than you to use sections requiring registration by using your name or password, or access through a single name being made available to multiple users. You are responsible for preventing such unauthorized use. If you believe there has been unauthorized use, you must notify Company immediately.

THIRD-PARTY CONTENT & COMMUNICATIONS

Third-party content may appear on the Application or may be accessible via links from the Application. Guaq and EEVET, Inc. assume no liability for any infringement, mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood, or obscenity in any third-party content appearing on the Application. Information and opinions provided by third parties are neither endorsed by nor do they reflect the beliefs or opinions of Guaq or EEVET, Inc. Guaq disclaims all liability for any Third-Party Communications you may receive or any actions you take as a result of any Third-Party Communications.

UNLAWFUL ACTIVITY; TERMINATION; REMEDIES

Guaq reserves the right to terminate your access to the Application and to withhold or arbitrate disbursement of funds held through Guaq's Protected Payment feature for: failure to comply with this Agreement; submission of false, fraudulent, or misleading information in connection with a payment transaction; or any conduct that, in Guaq's reasonable judgment, compromises the integrity of the platform or harms other users. Company reserves the right to investigate complaints or reported violations of these Terms and Conditions and to take any action deemed appropriate, including reporting suspected unlawful activity to law enforcement officials or regulators.

Guaq's remedies for any breach of this Agreement by you will include damages, injunctive relief, specific performance, and restitution. You acknowledge that any breach of this Agreement would cause irreparable injury to Guaq for which monetary damages would not be an adequate remedy and that Guaq will therefore be entitled to injunctive relief. All sections of this Agreement will survive any termination or expiration.

ARBITRATION

1. Binding Arbitration

In no event shall any claim related in any way to the Application or Platform be instituted more than one (1) year after the cause of action arose.

Before filing a Claim for arbitration, you agree to first contact Guaq at service@eevet.com to inform us of your complaint and seek informal resolution. Your notice of dispute must include your name, relevant account information, a brief description of your dispute, and contact information. Guaq will have 60 days from the date of your original complaint to informally resolve the dispute. We endeavor to resolve most matters within 24–48 hours depending on the scope of the complaint.

2. Non-Appearance Based Arbitration

Any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration before a third-party arbitrator in the State of Texas, under the AAA Consumer Arbitration rules then in effect, as follows: (a) arbitration shall be conducted by telephone, online, and/or solely based on written submissions; (b) all arbitration proceedings shall be held in English; (c) there shall be no personal appearance by the parties unless mutually agreed; (d) the arbitrator will not have authority to award damages exceeding $10,000; (e) the arbitration award shall be final and binding without appeal except as permitted by Texas or United States Federal law; and (f) judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorney fees. The party found to be in breach shall pay all fees and costs of the arbitrator.

3. All Other Claims

Claims not falling within the scope of the Non-Appearance Based Arbitration section above must be resolved through binding arbitration before a third-party arbitrator of EEVET, Inc.'s choice in the State of Texas. Claims predicated on allegations of an employment relationship shall be resolved under the AAA Employment Arbitration rules then in effect. All other claims will be resolved under the relevant AAA rules.

4. No Assignment

This Agreement and your rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without Guaq's express prior written consent. Any attempted assignment in violation of the foregoing will be null and void. Guaq and EEVET, Inc. may assign this Agreement or any of its rights to any third party with or without your consent.

5. Waiver

All waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

6. Entire Agreement; Amendments

This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and understandings between the parties. Except as permitted herein, no modification of or amendment to this Agreement will be effective unless in writing and signed by the party to be charged.

7. Modifications to Application

Guaq reserves the right at any time to modify or discontinue, temporarily or permanently, the Application or the Platform (or any part thereof) with or without notice. You agree that Guaq and EEVET, Inc. shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Application or the Platform.

8. Severability

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

PRIVACY

Your use of the Guaq Application is subject to the Company's Privacy Policy, which is incorporated herein by reference. Your use of specific Guaq services may also be governed by any terms and conditions provided in association with those services and/or during the registration process, all of which are incorporated by reference herein.

NOT LEGAL ADVICE

Content on this Application is not intended to be and does not constitute legal advice, and no attorney-client relationship is formed. The accuracy, completeness, adequacy, or currency of the content is not warranted or guaranteed. Your use of content on this Application or materials linked from this Application is at your own risk.

CONTACT

If you would like to communicate with the Company regarding these Terms and Conditions or privacy issues, or if you have questions, comments, or complaints about these policies, please forward such communication to service@eevet.com, subject line: "Guaq Website Terms." Guaq may give notice required by this Agreement by means of a general notice on the Application, electronic mail to your email address on record, or by written communication sent by first class mail to your address on record. Such notice shall be deemed given upon the expiration of forty-eight (48) hours after mailing (if sent by mail) or twelve (12) hours after sending (if sent by email). You may give notice to Guaq addressed to:

— END OF TERMS OF SERVICE —
EEVET, Inc. | A Delaware Corporation | February 2026