This Subcontractor Agreement governs the relationship between Workodin LLC (operating as PayOdin) and the individual Freelancer. PayOdin operates as Merchant of Record: it purchases services from the Freelancer and resells them to end clients, invoicing in PayOdin's own name. This agreement is part of a suite of documents that also includes the Terms of Service and Privacy Policy.
This Subcontractor Agreement sets out the terms under which the Freelancer provides services to PayOdin for resale to PayOdin's clients. PayOdin's role as Merchant of Record means that PayOdin — not the Freelancer — is the named entity on all invoices and bears the primary commercial relationship with the end client.
PayOdin: Workodin LLC, 16192 Coastal Highway, Lewes, Delaware 19958.
Freelancer: The individual identified on the account registration.
Effective Date: The date the Freelancer's account is approved by PayOdin.
Agreement means this Subcontractor Agreement together with the Terms of Service and Privacy Policy. Chargeback means a reversal of a Client payment initiated by a card network or bank. Client means the end customer who pays PayOdin for services delivered by the Freelancer. Confidential Information has the meaning given in Section 11. Delivery Confirmation means the acknowledgment that the Freelancer's services have been received by the Client. Invoice means the payment request issued by PayOdin in its own name to a Client. Merchant of Record means PayOdin's role as the legal entity of record on all Invoices and transactions. Transaction Fee means the fee described in Section 7.
Both parties represent and warrant that: they have full authority to enter into this Agreement; they have no obligations that conflict with this Agreement; they will comply with all applicable laws; and all information they provide is accurate. These representations remain in effect throughout the term.
PayOdin will: operate the Platform; market and sell services as Merchant of Record; issue invoices in its own name; collect Client payments and release Freelancer payouts; provide Payout Statements; handle client-facing disputes; and process Personal Data per the Privacy Policy.
The Freelancer will: deliver services professionally and per the agreed scope and timeline; not contact PayOdin-introduced clients outside the Platform; complete KYC verification (powered by Auth0); cooperate with Delivery Confirmation processes; cooperate on Chargeback investigations; and maintain accurate records of services delivered.
Clients pay upfront in full. Payouts are released when both of the following conditions are met: (a) the Client payment has cleared; and (b) Delivery Confirmation has been received. This is not an escrow arrangement.
Non-payment risk sits with the Client. Once both conditions are met, payout is released within 5 business days via ACH or wire transfer. Bank transfer fees are borne by the paying party unless otherwise agreed. Late payment interest accrues at 1% per month compounded monthly if a payout is delayed beyond the Payout Window.
The Transaction Fee is the greater of 7% of the Invoice face value or US$35. This is the only fee charged. It is not shown on the client-facing Invoice and appears as a deduction on the Freelancer's Payout Statement.
Payouts are calculated using the mid-market exchange rate on the day of payout. FX risk sits with the Freelancer. PayOdin does not offer locked or forward rate guarantees.
This Agreement starts on the Effective Date and continues until terminated in accordance with Section 10.
For cause: Either party may terminate by providing written notice, with a 30-day cure period for the defaulting party to remedy the breach.
Without cause: Either party may terminate by providing 60 days' written notice.
Immediate termination by PayOdin: PayOdin may terminate immediately for fraud, Chargeback abuse, or platform misuse.
All accrued payment obligations survive termination. Payouts that met the release conditions before termination remain payable. The following sections survive termination: Confidentiality (11), Non-Solicitation (12), Intellectual Property (14), Chargebacks (15), Limitation of Liability (17), Dispute Resolution (21), Governing Law (22), and General Provisions (25).
Confidential Information includes: Client identities and project details; fee structures and pricing; business plans and financial information; trade secrets; and any information that a reasonable person would understand to be confidential given the context of disclosure.
Exceptions: information that is already in the public domain; information known to the receiving party prior to disclosure; information independently developed without use of the disclosing party's information; and information disclosed by a third party with the legal right to do so.
Neither party may disclose Confidential Information without the other's written consent, except as required by law. The confidentiality obligation continues for 5 years after termination. Obligations relating to trade secrets continue indefinitely.
Mutual: For 12 months after termination, neither party may directly solicit the other party's employees or agents.
Client non-circumvention: For 12 months after termination, the Freelancer may not directly solicit or contract with any Client introduced through PayOdin for similar services outside the Platform.
The Freelancer is an independent contractor. This Agreement does not create a partnership, joint venture, agency, or employment relationship. Each party is responsible for their own taxes, insurance, benefits, and equipment. PayOdin does not provide the Freelancer with employment benefits of any kind.
Work Product: Work Product is owned by PayOdin upon full Client payment and Freelancer payout release. Until that point, the Freelancer retains ownership. Upon payout release, the Freelancer grants PayOdin an irrevocable, worldwide, royalty-free assignment of all rights in the Work Product. Work Product is considered work made for hire to the fullest extent permitted by law. PayOdin may sublicense Work Product to the Client.
Pre-Existing Materials: The Freelancer retains ownership of any materials developed independently of this Agreement. The Freelancer grants PayOdin and the Client a perpetual, irrevocable, royalty-free, sublicensable license to use Pre-Existing Materials solely as incorporated into the Work Product.
Valid grounds for a Chargeback include: non-delivery of services, unauthorized or fraudulent payment, duplicate charge, or card network grounds. The Chargeback window is 120 days from the transaction. Outside this window, PayOdin absorbs and contests Chargebacks independently.
The Freelancer must provide evidence of delivery within 5 business days of a Chargeback request.
Each party agrees to indemnify the other for claims, losses, or expenses arising from: breach of this Agreement; their negligence or willful misconduct; intellectual property infringement claims relating to their materials. Prompt written notice is required. The indemnifying party controls the defense. No settlement may be entered without the indemnified party's consent. Interim legal costs are covered during the pendency of any claim.
Aggregate liability is capped at the greater of the Transaction Fees paid in the prior 12 months or US$1,000. Neither party is liable for consequential, punitive, or lost profits damages. These limitations do not apply to: fraud; willful misconduct; indemnification obligations; Chargeback return obligations; or breaches of confidentiality or intellectual property obligations.
Each party shall maintain commercially reasonable insurance coverage appropriate to their activities. Proof of insurance is available on reasonable request.
Each party is responsible for their own income taxes. PayOdin does not issue W-2 forms to Freelancers; it may issue a 1099 where required by US law. The Freelancer is responsible for all income taxes, self-employment taxes, VAT, and any other taxes applicable in the Freelancer's jurisdiction. PayOdin is responsible for sales, use, VAT, and GST on client-facing resales in its capacity as Merchant of Record. PayOdin does not provide tax filing support to Freelancers.
Written notice of default triggers a 10-day cure period. If the default is not cured, the non-defaulting party may terminate the Agreement and pursue all available remedies.
Any dispute shall first be addressed through mediation administered by the American Arbitration Association (AAA), conducted in Delaware in English.
If not resolved within 30 days, disputes shall be resolved through binding arbitration under AAA Commercial Rules, conducted in Delaware in English, before a single arbitrator, with a target completion of 90 days. Costs are shared equally unless the arbitrator decides otherwise. The award is final and binding. The prevailing party recovers attorneys' fees. Both parties waive the right to a jury trial.
Equitable relief remains available for breaches of confidentiality, non-solicitation, or intellectual property obligations.
This Agreement is governed by the laws of the State of Delaware. Delaware courts have jurisdiction over any dispute not subject to arbitration.
Actual, consequential, and incidental damages are subject to the limitations in Section 17. Specific performance and injunctive relief are available for breaches of confidentiality, non-solicitation, and intellectual property obligations without requirement to post bond or prove actual damages. Remedies are cumulative and not exclusive.
Neither party may assign this Agreement without the other's written consent. Exception: assignment is permitted to a successor entity in a merger, acquisition, or asset sale that assumes all obligations under this Agreement. Unauthorized assignment is void.
This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between the parties. Amendments must be in writing. No oral waiver is effective. If any provision is found unenforceable, the remainder continues in effect. Written notices may be delivered by personal delivery, overnight courier, certified mail, or email with confirmation. Time is of the essence for payment and delivery obligations. Electronic signatures are valid. Both parties have had the opportunity to review this Agreement with counsel.