CONTRACTOR AGREEMENT

PLEASE READ THIS CONTRACTOR AGREEMENT (“AGREEMENT”) CAREFULLY.

THIS AGREEMENT CONTAINS THE EXCLUSIVE TERMS BETWEEN LABELBOX, INC.
DBA ALIGNERR (“CLIENT”) AND YOU (YOU, TOGETHER WITH ANY ENTITY ON
BEHALF OF WHICH YOU ENTER INTO THIS AGREEMENT, “CONTRACTOR”).

BY CLICKING “I ACCEPT” BELOW OR BY PROVIDING SERVICES IN THE CAPACITY

OF A CONTRACTOR, YOU WILL CREATE A LEGALLY ENFORCEABLE CONTRACT
AND AGREE TO BE BOUND BY THESE TERMS WITHOUT MODIFICATION. YOU
REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO EXECUTE THIS
AGREEMENT (AND THAT IF YOU ARE EXECUTING THIS AGREEMENT ON BEHALF
ON AN ENTITY YOU HAVE ALL RIGHTS AND AUTHORITY NECESSARY TO DO SO).

IF YOU DO NOT OR CANNOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT
ENGAGE WITH US OR PROVIDE ANY SERVICES TO US IN ANY MANNER AND THE
CLIENT WILL HAVE NO OBLIGATIONS WHATSOEVER TO YOU OR ANY ENTITY
YOU PURPORT TO REPRESENT.

From the date of execution hereof (“Effective Date”), Contractor and Client agree
as follows:

1.​ Services; Payment; No Violation of Rights or Obligations.

Contractor agrees to undertake and complete the tasks selected by Contractor on

and through app.alignerr.com (the “Services”), in accordance with the specifications and
timelines relating to those Services set forth in the labeling task descriptions therefore (each, a
“Task Description”). As the only consideration due Contractor regarding the subject matter of
this Agreement, Client will pay Contractor as (and only as) expressly stated in the Task
Description (“Fees”). Unless otherwise specifically agreed upon by Client in writing (and
notwithstanding any other provision of this Agreement), all activity relating to Services will be
performed by and only by Contractor or by employees of Contractor who have been approved in
writing in advance by Client. Contractor agrees that it will not (and will not permit others to)
violate any agreement with or rights of any third party or, except as expressly authorized by
Client in writing hereafter, use or disclose at any time Contractor’s own or any third party’s
confidential information or intellectual property in connection with the Services or otherwise for
or on behalf of Client.

2.​ Ownership; Rights; Proprietary Information; Publicity.

a.​ Client shall own all right, title and interest (including

patent rights, copyrights, trade secret rights, mask work rights, trademark
rights, sui generis database rights and all other intellectual property rights of any sort throughout
the world) relating to any and all inventions (whether or not patentable), works of authorship,
mask works, designations, designs, know-how, ideas and information made or conceived or
reduced to practice, in whole or in part, by or for or on behalf of Contractor during the term of
this Agreement that relate to the subject matter of or arise out of or in connection with the
Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and
Contractor will promptly disclose and provide all Inventions to Client. All Inventions are work
made for hire to the extent allowed by law and, in addition, Contractor hereby makes all
assignments necessary to accomplish the foregoing ownership; provided that no assignment is
made that extends beyond what would be allowed under California Labor Code Section 2870 if
Contractor was an employee of Client which reads as follows:

California Labor Code Section 2870. Application of provision providing that employee
shall assign or offer to assign rights in invention to employer.

a)​ Any provision in an employment agreement which provides that an employee shall
assign, or offer to assign, any of his or her rights in an invention to his or her employer
shall not apply to an invention that the employee developed entirely on his or her own
time without using the employer’s equipment, supplies, facilities, or trade secret
information except for those inventions that either:

1)​ Relate at the time of conception or reduction to practice of the invention to the
employer’s business, or actual or demonstrably anticipated research or
development of the employer; or

2)​ Result from any work performed by the employee for his employer.

b)​ To the extent a provision in an employment agreement purports to require an employee to

assign an invention otherwise excluded from being required to be assigned under
subdivision a), the provision is against the public policy of this state and is unenforceable.

b.​ Contractor shall assist Client, at Client’s expense, to further

evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and
defend any rights assigned. Contractor hereby irrevocably designates and appoints Client as its
agent and attorney-in-fact, coupled with an interest, to act for and on Contractor’s behalf to
execute and file any document and to do all other lawfully permitted acts to further the foregoing
with the same legal force and effect as if executed by Contractor and all other creators or owners
of the applicable Invention.

c.​ Contractor agrees that all Inventions and all other business,
technical and financial information (including, without limitation, the identity of and information
relating to customers or employees) developed, learned or obtained by or for or on behalf of
Contractor during the period that Contractor is to be providing the Services that relate to Client
or the business or demonstrably anticipated business of Client or in connection with the Services,
or that are received by or for Client in confidence, constitute “Proprietary Information.”
Contractor shall hold in confidence and not disclose or, except in performing the Services, use
any Proprietary Information. However, Contractor shall not be obligated under this paragraph
with respect to information Contractor can document is or becomes readily publicly available
without restriction through no fault of Contractor. Upon termination or as otherwise requested
by Client, Contractor will promptly provide to Client all items and copies containing or
embodying Proprietary Information, except that Contractor may keep its personal copies of its
compensation records and this Agreement. Contractor also recognizes and agrees that
Contractor has no expectation of privacy with respect to Client’s telecommunications,
networking or information processing systems (including, without limitation, stored computer
files, email messages and voice messages) and that Contractor’s activity, and any files or
messages, on or using any of those systems may be monitored at any time without notice.

d.​ As additional protection for Proprietary Information, Contractor

agrees that during the period over which it is to be providing the Services and for one year
thereafter, Contractor will not directly or indirectly encourage or solicit any employee or
contractor of Client to leave Client for any reason.

e.​ To the extent allowed by law, Section 2.a and any license granted
Client hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any
other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,”
or the like. Furthermore, Contractor agrees that notwithstanding any rights of publicity, privacy
or otherwise (whether or not statutory) anywhere in the world, and without any further
compensation, (i) Client may and is hereby authorized to (and to allow others to) use
Contractor’s name in connection with promotion of its business, products or services and (ii) and
if the Services include (or Contractor otherwise provides) any acting, singing, dancing, voice,
modeling, posing or similar activity, Company also may and is hereby authorized to (and to
allow others to) use, reproduce, disseminate, alter and otherwise exploit any results of such
activity (including, without limitation, any manner in which such activity may be recorded or
remembered or modified) or derivatives or extensions or imitations thereof in any manner
Company sees fit. To the extent any of the foregoing is ineffective under applicable law,
Contractor hereby provides any and all ratifications and consents necessary to accomplish the
purposes of the foregoing to the extent possible. Contractor will confirm any such ratifications
and consents from time to time as requested by Client. If any other person is in any way
involved in any Services, Contractor will obtain the foregoing ratifications, consents and
authorizations from such person for Client’s exclusive benefit.

f.​ If any part of the Services or Inventions or information provided

hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be
reasonably and fully made, used, reproduced, distributed and otherwise exploited without using
or violating technology or intellectual property rights owned by or licensed to Contractor (or any
person involved in the Services) and not assigned hereunder, Contractor hereby grants Client and
its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right
and license to exploit and exercise all such technology and intellectual property rights in support
of Client’s exercise or exploitation of the Services, Inventions, other work or information
performed or provided hereunder, or any assigned rights (including any modifications,
improvements and derivatives of any of them).

3.​ Warranties and Other Obligations. Contractor represents, warrants and

covenants that: (i) the Services will be performed in a professional and workmanlike manner
and that none of such Services nor any part of this Agreement is or will be inconsistent with any
obligation Contractor may have to others; (ii) all work under this Agreement shall be
Contractor’s original work and none of the Services or Inventions nor any development, use,
production, distribution or exploitation thereof will infringe, misappropriate or violate any
intellectual property or other right of any person or entity (including, without limitation,
Contractor); (iii) Contractor has the full right to allow it to provide Client with the assignments
and rights provided for herein (and has written enforceable agreements with all persons
necessary to give it the rights to do the foregoing and otherwise fully perform this Agreement
and, in addition, if applicable, Contractor will have each person who may be involved in any way
with, or have any access to, any Services or Proprietary Information enter into (prior to any such
involvement or access) a binding agreement for Client’s benefit that contains provisions at least
as protective as those contained herein); (iv) Contractor shall comply with all applicable laws
and Client safety rules in the course of performing the Services; (v) if Contractor’s work requires
a license, Contractor has obtained that license and the license is in full force and effect; and (vi)
neither this Agreement nor the performance of or exercise of rights under this Agreement is
restricted by, in conflict with, ineffective under, requires registration or approval or tax
withholding under, or affects Client’s proprietary rights under, or will require any termination or
expiration payment, compensation or indemnification or any compulsory licensing under, any
law or regulation of any country within which Contractor is located and Contractor will not make
any claim to the contrary (Client is relying on this representation and warranty, among other
provisions of this Agreement, in entering this Agreement and would not enter this Agreement in
its absence).

4.​ Termination. If either party breaches a material provision of this

Agreement, the other party may terminate this Agreement upon ten (10) days’ notice, unless the
breach is cured within the notice period. Client also may terminate this Agreement at any time,
with or without cause, upon fifteen (15) days’ notice, but, if (and only if) such termination is
without cause, Client shall upon such termination pay Contractor all unpaid, undisputed amounts
due for the Services completed prior to notice of such termination. Sections 2 (subject to the
limitations set forth in Section 2.c) through 9 of this Agreement and any remedies for breach of
this Agreement shall survive any termination or expiration. Client may communicate the
obligations contained in this Agreement to any other (or potential) client or employer of
Contractor.

5.​ Relationship of the Parties; Independent Contractor; No Employee

Benefits. Notwithstanding any provision hereof, Contractor is an independent contractor and is
not an employee, agent, partner or joint venturer of Client and shall not bind nor attempt to bind
Client to any contract. Contractor shall accept any directions issued by Client pertaining to the
goals to be attained and the results to be achieved by Contractor, but Contractor shall be solely
responsible for the manner and hours in which the Services are performed under this Agreement.
Contractor shall not be eligible to participate in any of Client’s employee benefit plans, fringe
benefit programs, group insurance arrangements or similar programs. Client shall not provide
workers’ compensation, disability insurance, Social Security or unemployment compensation
coverage or any other statutory benefit to Contractor. Contractor shall comply at Contractor’s
expense with all applicable provisions of workers’ compensation laws, unemployment
compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and
local income tax laws, and all other applicable federal, state and local laws, regulations and
codes relating to terms and conditions of employment required to be fulfilled by employers or
independent contractors. Contractor will ensure that its employees, contractors and others
involved in the Services, if any, are bound in writing to the foregoing, and to all of Contractor’s
obligations under any provision of this Agreement, for Client’s benefit and Contractor will be
responsible for any noncompliance by them. Contractor agrees to indemnify Client from any
and all claims, damages, liability, settlement, attorneys’ fees and expenses, as incurred, on
account of the foregoing or any breach of this Agreement or any other action or inaction by or
for or on behalf of Contractor.

6.​ Assignment. This Agreement and the services contemplated hereunder are
personal to Contractor and Contractor shall not have the right or ability to assign, transfer or
subcontract any rights or obligations under this Agreement without the written consent of Client.
Any attempt to do so shall be void. Client may fully assign and transfer this Agreement in whole
or part.

7.​ Notice. All notices under this Agreement shall be in writing and shall be
deemed given when personally delivered, or three days after being sent by prepaid certified or
registered U.S. mail to the address of the party to be noticed as set forth herein or to such other
address as such party last provided to the other by written notice.

8.​ Miscellaneous. Any breach of Section 2 or 3 will cause irreparable harm

to Client for which damages would not be an adequate remedy, and therefore, Client will be
entitled to injunctive relief with respect thereto in addition to any other remedies. The failure of
either party to enforce its rights under this Agreement at any time for any period shall not be
construed as a waiver of such rights. No changes, additions, modifications or waivers to this
Agreement will be effective unless in writing and signed by both parties. In the event that any
provision of this Agreement shall be determined to be illegal or unenforceable, that provision
will be limited or eliminated to the minimum extent necessary so that this Agreement shall
otherwise remain in full force and effect and enforceable. This Agreement shall be governed by
and construed in accordance with the laws of the State of California without regard to the
conflicts of laws provisions thereof. In any action or proceeding to enforce rights under this
Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. Headings
herein are for convenience of reference only and shall in no way affect interpretation of the
Agreement. This Agreement represents the entire understanding and agreement between the
parties with respect to the subject matter hereof and supersedes all prior agreements between the
parties with respect to the subject matter hereof.

9.​ Arbitration. Any dispute or claim arising out of or related to this

Agreement, or breach or termination thereof, will be finally settled by binding arbitration in the
County of San Francisco, California, United States pursuant to the International Arbitration
Rules and Procedures of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) then in
effect by a single JAMS arbitrator with substantial experience in resolving complex commercial
contract disputes. Judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. The arbitrator will apply California law to the merits of any dispute
or claim, without reference to rules of conflict of law, and shall have the authority to award any
and all available remedies, including legal and equitable relief. The parties may apply to any
court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other
interim or conservatory relief, as necessary, without breach of this arbitration agreement and
without any abridgment of the powers of the arbitrator. The arbitral proceedings and all
pleadings and written evidence shall be in the English language. Any written evidence originally
in a language other than English shall be submitted in English translation accompanied by the
original or true copy thereof. The prevailing party will be entitled to receive from the
non-prevailing party all costs, damages and expenses, including reasonable attorneys’ fees,
incurred by the prevailing party in connection with that action or proceeding, whether or not the
controversy is reduced to judgment or award. The prevailing party will be that party who may be
fairly said by the arbitrator(s) to have prevailed on the major disputed issues. Contractor hereby
consents to the arbitration in the State of California in the county of San Francisco.

NOTICE: This agreement does not affect any immunity under 18 USC Sections
1833(b) (1) or (2), which read as follows (note that for purposes of this statute only, individuals
performing work as contractors or consultants are considered to be employees):

(1) An individual shall not be held criminally or civilly liable

under any Federal or State trade secret law for the disclosure of a trade secret that
(A) is made (i) in confidence to a Federal, State, or local government official,
either directly or indirectly, or to an attorney; and (ii) solely for the purpose of
reporting or investigating a suspected violation of law; or (B) is made in a
complaint or other document filed in a lawsuit or other proceeding, if such filing
is made under seal.

(2) An individual who files a lawsuit for retaliation by an

employer for reporting a suspected violation of law may disclose the trade secret
to the attorney of the individual and use the trade secret information in the court
proceeding, if the individual (A) files any document containing the trade secret
under seal; and (B) does not disclose the trade secret, except pursuant to court
order.