Hong Kong
This Independent Contractor Service Agreement ("Agreement") is entered into between:
HRP Limited, a Hong Kong company, Registration No. 3150548, with its principal office at Room 701, 7/F Lucky
Centre, 165-171 Wanchai Road, Wan Chai, Hong Kong ("Company"), and
The Individual who accepts these terms by electronic registration on the SOLOPAY platform at app.solopay.pro ("Contractor").
Company and Contractor are individually referred to as a "Party" and collectively as the "Parties."
This Agreement becomes effective when Contractor completes registration on the SOLOPAY Platform and electronically signs the Acceptance Statement.

For purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1 Assignment Certificate: An electronic document generated by Company upon completion of Services, detailing the work performed and fees earned, accessible through Contractor's Dashboard.

1.2 Compensation: The payment due to Contractor for Services rendered pursuant to an accepted Project Order.

1.3 Client: Third-party business entities utilizing the Platform to engage Company for service delivery.

1.4 Project Order: A specific work request or service engagement with defined parameters agreed through the Contractor's Dashboard on the Platform, becoming binding upon Contractor's acceptance.

1.5 Intellectual Property: All creative works, inventions, proprietary materials, copyrighted content including written works, artistic expressions, software code, databases, recordings, audiovisual materials, photographs, graphical designs, inventions, confidential information, trade identifiers, brands, service marks, geographical indicators, and origin designations.

1.6 IP Rights: All ownership interests in Intellectual Property, including exclusive rights, processing rights, publication rights, personal non-commercial rights, and all associated legal protections.

1.7 Dashboard: The Platform's secure interface accessible to Contractor for managing Project Orders, communicating with Company and Clients, and handling deliverables.

1.8 Services: Professional work that may be approved and executed by Contractor through the Platform under accepted Project Orders. Available Project Orders are displayed in the Dashboard.

1.9 Deliverable: The outcome or result of completed Services, which may include Intellectual Property.

1.10 Platform: The SOLOPAY software system hosted at app.solopay.pro (including all subdomains and mobile applications) operational during this Agreement's term, enabling legally binding interactions between Parties and third parties. Company grants Contractor access to create a Dashboard, accept Project Orders, deliver completed work, and interact with Company and Clients. The Platform comprises interfaces, programming code, multimedia elements, and operational components owned by Company.

2.1 Under this Agreement, Contractor agrees to perform Services for approved Project Orders using the Platform, while Company agrees to accept completed work through the Platform and remit Compensation for performed Services.

2.2 Contractor must register on the Platform and obtain Dashboard access to perform Services under thisAgreement. Upon accepting a Project Order through the Dashboard, Contractor commits to executing the specified Services according to the Project Order terms (including scope, deliverable requirements, deadline schedules, Compensation amounts, and other specified conditions).

2.3 Contractor may not unilaterally modify accepted Project Order terms. Project Orders appear in the Dashboard at Company's discretion. Company has no obligation to post Project Orders.

2.4 Contractor may not subcontract Services to third parties unless explicitly authorized within a specific Project Order.

2.5 When Company or Clients provide Intellectual Property for Service performance, Contractor may use such materials solely for executing the assigned Services during the performance period, without transferring such materials to third parties. Upon work acceptance and Deliverable acceptance or Service completion, Contractor retains no rights to provided Intellectual Property.

3.1 Contractor's Compensation amount for Services is established through Project Orders accepted via the Platform Dashboard.

3.2 Compensation includes all consideration for Services rendered and all Intellectual Property created during Service performance, plus applicable licensing fees for Company's use of IP-containing Deliverables. Beyond the agreed Compensation, Company owes no additional payments for IP disposal or licensing of Contractor-created materials.

3.3 The Compensation for a Reporting Period comprises all fees for completed Services within approved Project Orders.

3.4 Company shall remit Compensation within thirty (30) calendar days from the Assignment Certificate signature date, published electronically in Contractor's Dashboard.

3.5 Compensation currency for Project Order Services will be communicated through the Dashboard. Upon Project Order acceptance, Contractor approves the specified Compensation currency.

3.6 All applicable taxes are Contractor's responsibility and must be paid independently unless contradicting Contractor's jurisdiction laws.

3.7 All transaction fees, banking charges, commission fees, and related costs for Service performance or Compensation transfer are Contractor's responsibility.

4.1 Upon Service completion under a Project Order, Contractor submits the Deliverable to Company. Deliverables may be submitted through various communication channels (email, messaging applications) without using the Dashboard. However, submission and acceptance must be recorded and confirmed via the Dashboard following the procedures below.

4.2 After Deliverable submission or Service completion, Company reviews and either accepts or sends reasoned rejection within fifteen (15) calendar days after receiving the Deliverable or Service completion date.

4.3 Services are deemed performed and accepted when the Accepted status or equivalent confirmation appears on the Project Order's page in the Platform. This applies whether Deliverables are submitted through the Dashboard or externally. Acceptance triggers Compensation transfer to Contractor.

4.4 Within fifteen (15) days following Deliverable acceptance per Project Order, an Assignment Certificate in electronic format becomes available in the Dashboard detailing the performed Services, accepted Deliverables, and costs. The Certificate is posted electronically to the Dashboard only.

5.1 When Contractor creates or utilizes Intellectual Property during Service performance, regardless of Project Order specifications, the following provisions apply unless otherwise stated in the Project Order:

5.1.1 Contractor shall not use third-party Intellectual Property when performing Services except as explicitly permitted under current licenses. After such use, Contractor grants Company an unrestricted, fully-paid, non-exclusive worldwide license to use Contractor's IP as part of the final Deliverable for any commercial purposes by any means and for the entire protection period, without territorial restrictions. This transfers all IP rights, including exclusive rights, to Intellectual Property in the Deliverable to Company, and Company accepts such rights.

5.1.2 Company then transfers IP rights to the Client upon Client's Compensation payment to Company.

5.2 Parties agree that when Contractor uses proprietary IP in creating Deliverables containing Contractor's IP, Contractor grants Company an unlimited, fully-paid, non-exclusive worldwide license to use Contractor's IP within the final Deliverable by any means for any purposes without limitations, including commercial use, for the entire IP protection period without territorial restrictions. This license is granted for the protection term of Contractor's IP, with the right to grant sublicenses to third parties (including Clients).

5.3 From the Deliverable upload moment, Contractor retains no rights to such Intellectual Property. Deliverable transfer to Company deprives Contractor of all IP Rights, including usage, disposal, assignment, transfer, conveyance, licensing, or any other right grants to third parties (including Clients).

5.4 Parties irrevocably agree that upon exclusive IP rights transfer by Deliverable upload, Contractor shall not challenge, contest, or assist any third party in challenging the validity of IP or Company's exclusive IP right. This extends to cases where Company transfers IP rights to third parties (including Clients).

5.5 Contractor bears sole responsibility for third-party copyrighted materials used in work results. If third parties raise claims regarding such materials, Contractor shall rectify all claims independently and secure proper usage at Contractor's expense.

5.6 Customers agree that Contractor must complete Project Orders within established time limits, strictly according to qualifications and experience. Unless otherwise agreed, Project Orders must be completed using only

Contractor's personal capabilities, adhering to the work's nature and scope. Unauthorized delegation to others may result in quality issues and Company liability.

5.7 Unilateral alterations by Contractor compromise work quality and integrity. Contractor must produce work meeting standards set by the nature and scope of Project Orders. Completion and deliverable transfer to Company shall occur within Project Order-specified timeframes.

5.8 Company receives Deliverables from Contractor and transfers them to Clients within 15 calendar days, conducting acceptance and requesting Client approval. After obtaining approval, Company accepts the Deliverable and sends the Assignment Certificate, or sends rejection notice through the Dashboard.

6.1.1 Perform Services with proper quality, timely and professionally.

6.1.2 Fulfill taxpayer obligations independently regarding Service performance according to Contractor's domicile laws.

6.1.3 Provide timely responses to Company requests and transfer required information for Agreement performance.

6.2.1 Receive information necessary for Service performance.

6.2.2 Receive Compensation under accepted Project Orders.

6.3.1 Enable Contractor to access the Dashboard, approve Project Orders, submit performed work and Deliverables via the Dashboard.

6.3.2 Accept performed Services.

6.3.3 Pay Contractor for completed work and Deliverables.

6.4.1 Require Contractor to perform Services via the Platform timely, properly, and with quality.

6.4.2 Conduct periodic Platform maintenance that may suspend operations.

6.5 Contractor shall accept and respond to all Client claims, demands, or complaints referenced in the Platform and remain fully liable to Company and Clients for proper obligation performance under this Agreement.

7.1 Parties agree where required and legally permitted, to use electronic authentication on the Platform: a code sent to Contractor's verified phone number, entered into a Platform field for document approval. By clicking the signature button and entering the received code, Contractor signs the corresponding document.

7.2 Any electronic authentication or process attached to or associated with contracts, forms, certificates, or documents between Parties has the same legal force as handwritten signatures. This applies when Contractor uses the electronic authentication method while maintaining confidentiality and confirming authorship when using the E-signature.

7.3 The E-signature on documents confirms authorship.

7.4 Signing documents with the E-signature is certified by the E-signature appearing on the signed document containing signatory information, date, and time.

7.5 Contractor is liable for electronic authentication security and confidentiality of Dashboard passwords.

7.6 Contractor may not disclose Dashboard passwords to unauthorized persons or grant Dashboard access to unauthorized third parties.

7.7 When the Platform is accessed using Contractor's E-signature, all actions performed via the Dashboard are deemed performed by Contractor. All risks from unauthorized third-party Platform access using Contractor's credentials are borne by Contractor.

8.1 Contractor confirms being at least 16 years old and meeting all activity requirements under residence and citizenship jurisdictions, including age-related restrictions.

8.2 Contractor confirms performing Services legally, observing all residence and citizenship jurisdiction requirements.

8.3 In case of Agreement violations, Company may demand receipt cancellation or similar documentation in accordance with applicable law. Otherwise, Company may demand fine payment as indicated in the receipt, plus all Company losses from such cancellation.

9.1 All technical, production, administrative, economic, marketing, business, financial, and other information (whether oral, visual, or other form) transmitted by Company or Clients to Contractor for Agreement performance is confidential unless otherwise expressly agreed in writing with Company or Clients for specific Project Orders.

9.2 Contractor shall maintain all confidential information in strict secrecy, not disclosing to third parties, using only for Service performance under this Agreement.

9.3 Confidentiality obligations apply for the Agreement's entire term and survive three (3) years post-termination, unless otherwise agreed by Company or Client transmitting the information.

9.4 If confidential information is disclosed or disseminated through Contractor breach, Contractor shall fully indemnify Company against all damages incurred by Company or Clients. Contractor agrees that Clients who provided information or to whom information relates may address complaints and demand indemnification directly from Contractor.

10.1 Parties are exempt from liability for failure or improper Agreement performance if arising from circumstances beyond the Parties' control that arose and could not be predicted or prevented by reasonable means once occurring.

10.2 Force majeure circumstances include war and hostilities, unlawful third-party actions, rebellions, epidemics, earthquakes, floods, and other natural disasters, as well as laws, bans, and limitations directly or indirectly related to Agreement subject matter and either Party's ability to perform.

10.3 A Party affected by force majeure shall provide written notice to the other Party within reasonable time about the emergence, type, and possible duration of circumstances.

10.4 Force majeure occurrence extends the affected Party's performance term for the circumstances' duration and for reasonable time for the affected Party to duly perform Agreement obligations.

10.5 Should circumstances persist beyond two (2) months, Parties jointly define their further Agreement relationship.

11.1 Unless otherwise required by mandatory laws of a European Union Member State or other jurisdiction, this Agreement shall be governed by Hong Kong laws without regard to choice or conflict of law principles.

11.2 This Agreement is made in accordance with Hong Kong law, and all matters not expressly covered by this Agreement, as well as Parties' relations in connection with Agreement making, performance (including failure or improper performance), termination, consequences, and invalidity shall be governed by Hong Kong law.

11.3 Parties shall take reasonable measures to resolve disputes, disagreements, or complaints arising during Agreement performance through negotiations.

11.4 Upon receiving a complaint from the other Party, a Party shall review and provide suggestions for complaint resolution specifying timeframe, either via Dashboard or email, within twenty (20) calendar days upon complaint receipt.

11.5 Should Parties fail to reach agreement within sixty (60) calendar days after negotiation commencement, disputes, disagreements, or complaints arising from or in connection with the Agreement, including those related to performance, breach, termination, or invalidity, shall be referred to a competent court of Hong Kong, without prejudice to resort to other courts under applicable law for resolving claims or disputes arising from or in connection with the Agreement.

12.1 If the Agreement's last day for performing certain actions is a non-business day according to the Contractor's domicile law or a non-business day for relevant banks or financial institutions, the period's end date shall be the nearest business day following the non-business day.

12.2 Should any Agreement provisions be rendered invalid or void for some reasons, such provision, to the extent possible, shall be deemed severable from the Agreement while other provisions remain in force as if such severable provision never existed in the Agreement.

12.3 Contractor may not, without Company's prior written consent, assign rights and obligations under this Agreement, including to successors. Any purported assignment without consent is void.

12.4 This Agreement's English version prevails. Translations are for convenience only. In case of conflict between English and translated versions, the English version controls.

12.5 This Agreement may be terminated by Contractor by submitting Dashboard account deletion request to [email protected].

12.6 Contractor shall personally use the Platform and provide Dashboard access only to formally authorized persons. Contractor is not entitled to communicate or transfer data which may result in third-party Dashboard access.

12.7 By using the Platform, Contractor agrees to receive informational messages from Company about the Platform. Contractor may refuse informational messages using appropriate Platform functionality or by following instructions specified in received messages.

12.8 Contractor's personal data specified in the Dashboard may be used by Company to send informational messages about Platform changes.

12.9 Company may at its discretion invite third parties to the Platform. Contractor, acting as personal data operator regarding such third parties, instructs Company to store such personal data using required security hardware and software for proper Terms performance. Company undertakes to keep such personal data confidential and ensure storage security. Contractor undertakes to obtain prior consent from such third parties to receive Platform requests.

12.10 Headings are for convenience only and do not affect interpretation.

12.11 This Agreement constitutes the entire understanding between Parties and supersedes all prior agreements, whether written or oral.

12.12 No modification, amendment, or waiver of any Agreement provision is effective unless in writing and signed by both Parties.

12.13 Neither Party's failure to enforce any right or provision constitutes a waiver of such right or provision.