Toku: Terms of Service - Toku Help Center

These Toku Platform Terms (the "Agreement") govern the relationship between WorkCo, Inc. (d/b/a Toku) ("Toku," "we," "us," or "our") and the entity or individual accessing or using the Toku platform ("Client," "you," or "your").

By creating an account, clicking "accept," or using the Services, Client agrees to be bound by this Agreement. If Client does not agree, Client may not access or use the Services.

1. Services

1.1 Scope of Services

Toku will provide the services that Client activates or uses through the Toku platform (the "Services"). The Services may include global employment services, payroll processing, contractor management, token compensation support, and related compliance services, as detailed in Attachment A. Service availability, pricing, and usage details are presented in the Toku platform and form part of this Agreement. All use of the Services is subject to this Agreement.

1.2 Subcontracting

Toku may engage third parties, which Toku may select in its sole discretion, to perform any element of the Services. Toku shall remain responsible for the acts or omissions of each such third party in connection with the Services. Toku shall provide Client any information reasonably requested by Client in connection with any delegation or subcontracting occurring pursuant to this section 1.5.

2. Fees

2.1 Fees

Client shall pay Toku the following fees in accordance with this Section 2 (collectively, "Fees"):

Administrative fees for each Service, in the amounts displayed to Client in the Toku platform at the time the Service is activated or used
An amount of fiat currency, and blockchain tokens ("Tokens"), equal to what Toku (i) paid to a Worker in connection with the Services, including, expenses and benefits, savings accounts, severance, payment in-lieu of notice, and leave, and (ii) incurred in connection with the retention of a Worker, including gas fees, employer costs, tax withholding obligations, medical insurance, employment insurance, and any other mandatory costs required by applicable law or costs related to Client elections.

2.2 Invoices

Toku shall invoice Client for all Fees monthly in advance, in electronic format, via delivery to the Client. Each invoice will identify the Services and billing period covered, set out the applicable fees as separate line items, and provide enough detail for Client to verify how each amount was calculated. Upon request, Toku will also provide reasonably detailed supporting documentation for any mandatory employer costs included in the invoice.

2.3 Advanced Payments

Toku may invoice in advance for (a) bonuses (and similar periodic payments), agreed to by each party; and (b) Grants. Client acknowledges and agrees that the fair market value of Tokens is highly volatile and, accordingly, all such invoices will be based on projections of Fees, including employer costs. In the event projections result in either a deficit or an overpayment of actual costs incurred by Toku, then Client will either pay or receive a credit against future invoices from Toku with respect to the deficit or overpayment, as applicable.

2.4 Deadline for Payment

Client shall pay each invoice within five (5) days of receipt. Notwithstanding the foregoing, if an Advance Payment is required, the corresponding invoice may be issued immediately, and payment shall be due upon receipt. Client shall make all payments for Fees (a) payable in fiat currency by wire in immediately available funds to an account designated by Toku in the corresponding invoice; and (b) payable in Tokens to the blockchain address designated by Toku in the corresponding invoice. Interest accrues on a daily basis from the due date at the lesser of 1.5% per month or the highest rate allowed by law. All interest charged against late Token payments shall be payable in U.S. dollars.

2.5 Refundable Deposit

Client shall pay Toku a refundable deposit for each Worker within three (3) days of accepted these terms; (b) the addition of a Worker; or (c) the addition of a Grant (each, a "Refundable Deposit"). Toku may, at its discretion and without liability to Client, delay performance of Worker Management Services with respect to a Worker until payment of the corresponding Refundable Deposit is first received. Following the termination of a Worker and Client's full payment of all invoices relating to such Worker, Toku will return the Refundable Deposit to Client within sixty (60) days.

2.6 Regulatory Changes

Client acknowledges and agrees that the regulatory regime applicable to Tokens and service providers in the blockchain industry is uncertain and subject to change. Accordingly, in the event that changes to applicable laws or regulations:

Require Toku to pay additional expenses or charges in connection with the Services, Client will reimburse all such expenses or charges; or
Prohibit payments of Tokens to Workers, Toku and Client will amend the payment structure applicable to Workers as reasonably required, including by converting Token payments to an equivalent value of fiat currency.

2.7 Token Payments

For the purposes of the Agreement, Tokens will be deemed paid to Toku only when received by a blockchain address designated by Toku in the relevant invoice. Tokens will be deemed successfully received when there have been at least six (6) confirmations on the relevant blockchain of the delivery of such Tokens to the address designated by Toku.

2.8 Token Valuation

In the event the value of any Token is required to be calculated in connection with the Services, the value will be based on:

Applicable law establishing mandatory rules for the valuation of Tokens;
If no applicable law, the 30-day rolling average of the Token's public price based on a daily 0:00 UTC daily price snapshot, as available on CoinMarketCap, for those days preceding the execution of this PSA. The fair price of the token shall then be reset on the anniversary date of this PSA using the same computation method of a 30-day rolling average of the Token's public price prior to the anniversary date, based on a daily 0:00 UTC daily price snapshot as available on CoinMarketCap; or
If no applicable law and if the Token's market price is not listed on CoinMarketCap, such other methodology as determined by Toku at its reasonable discretion.

2.9 Currency Conversion

In the event it is necessary to convert any sum from one currency to another, Toku shall have the sole and absolute discretion to select the applicable exchange rate for the conversion of any payments or compensation made in foreign currencies. Such exchange rate will be based on a commercially reasonable rate as determined on the date of conversion. Toku may use the prevailing exchange rate offered by a reputable financial institution, currency exchange service, or any other reliable source of foreign exchange information. The determination of the exchange rate shall be final and binding on all parties. Toku's determination of the conversion rate will be controlling for the purposes of the Agreement absent manifest error.

2.10 Taxes

Fees and other charges described in the Agreement and associated with Client's account do not include sales, VAT, withholding, use, property, excise, service, or similar taxes ("Taxes"). If Toku is required to pay Taxes on behalf of Client in connection with the Services, Toku shall remit the Taxes to the relevant tax authority in a timely manner; provided, however, that Client shall reimburse Toku for all such amounts. For the avoidance of doubt, Taxes do not include income tax payable by Toku which, as between Toku and Client, shall be the responsibility of Toku.

2.11 No Refund or Setoff

Unless otherwise provided in the Agreement: (a) all Fees are non-cancellable, non-refundable, and non-recoupable; and (b) all Fees are payable without deduction or setoff.

3. Confidential Information

3.1 Definition

"Confidential Information" means all confidential, proprietary or non-public information disclosed before, on or after the Effective Date by or on behalf of either party (a "Disclosing Party") to the other party (a "Receiving Party"), including: personal information, the terms of the Agreement, business plans, pricing, know-how, financial records, customer lists, algorithms, computer programs, data, designs, concepts, samples, inventions, manufacturing processes, marketing strategies, third-party confidential information, and other confidential or sensitive information. Notwithstanding the foregoing, Confidential Information does not include information that:

Was known by or in the possession of the Receiving Party or its Representatives (as defined in Section 3.2), as established by documentary evidence, before being disclosed by or on behalf of the Disclosing Party under the Agreement;
Is or becomes generally available to the public, other than as a result of disclosure by or on behalf of the Receiving Party or any of its Representatives in breach of the Agreement; or
Is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, so long as that source is not bound by a legal, contractual or fiduciary obligation of confidentiality to the Disclosing Party with respect to such information.

3.2 Use and Nondisclosure of Confidential Information

The Receiving Party shall: (a) use Confidential Information solely as necessary to perform its obligations under the Agreement; (b) except as otherwise permitted by this Section 3, keep all Confidential Information confidential and safeguard the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure using no less than a commercially reasonable degree of care; and (c) disclose Confidential Information only to the Receiving Party's affiliates and its and their employees, officers, directors, partners, shareholders, agents, attorneys, accountants, independent contractors, service providers, subcontractors, consultants or advisors (collectively, "Representatives") to whom disclosure is needed in order to assist the Receiving Party to perform its obligations under the Agreement, provided, however, that any such Representative is first: (x) advised of the confidential and proprietary nature of such Confidential Information, and (y) bound by confidentiality obligations in regard to such Confidential Information that are no less restrictive than the terms and conditions of this Section 3. Notwithstanding the foregoing and for the purposes of the Agreement, Toku is not a Representative of Client.

3.3 Mandatory Disclosures

In the event the Receiving Party or any of its Representatives is required by a valid legal order of any governmental, regulatory, or supervisory authority, to disclose the Confidential Information of the Disclosing Party, the Receiving Party shall, if permitted by applicable law, give the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek an appropriate protective order or other remedy and cooperate with the Disclosing Party to obtain such protective order or other remedy. If, after providing such notice and assistance, the Receiving Party or its Representatives remain required by law to disclose any Confidential Information, the Receiving Party or its Representatives shall disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party's legal counsel, the Receiving Party or its Representatives is legally required to disclose.

3.4 Return or Destruction of Confidential Information

At any time upon the request of the Disclosing Party, the Receiving Party and its Representatives shall promptly, but not later than (10) business days after receipt of such notice or request, destroy or return (at the Disclosing Party's option) all Confidential Information, and no copy or extract thereof (including electronic copies) shall be retained, except that the Receiving Party and each of its Representatives may retain Confidential Information: (a) held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; and (b) as required by applicable law or regulation or by legal process.

3.5 Survival

The obligations with respect to Confidential Information set forth in this Section shall survive the termination or expiration of the Agreement for a period of two (2) years; provided, however, that any Confidential Information that is considered a trade secret under applicable law shall remain subject to this Section until it ceases to be considered a trade secret.

4. Representations and Warranties

4.1 Mutual Representations and Warranties

Each party hereby represents and warrants to the other party that:

The person executing the Agreement is authorized to execute the Agreement on behalf of such party;
The Agreement is legal and valid and the obligations binding upon such party are enforceable by their terms, subject to the effects of bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity;
The execution, delivery and performance of the Agreement does not conflict with any agreement, instrument or understanding, oral or written, to which such party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it;
It shall comply with all applicable laws designed to prevent money laundering and shall use best efforts to ensure that no funds brokered in connection with the Agreement are obtained or derived directly or indirectly from any unlawful activity; and
To its knowledge, it is not under investigation by any governmental authority regarding a violation or alleged violation of any applicable law, and agrees to disclose to the other party any such investigation or inquiry of which it receives notice in connection with the agreement.

4.2 Disclaimer

EXCEPT FOR THE WARRANTIES SET FORTH IN THE AGREEMENT, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5. Indemnification

5.1 Toku Indemnification

Toku agrees to indemnify, defend and hold Client harmless against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers ("Losses") arising out of or resulting from any third-party claim, suit, action, or proceeding (each, an "Action") arising out of or resulting from:

Toku or its Representatives material breach of any representation, warranty, or obligation set forth in the Agreement; and
Any willful, fraudulent, or grossly negligent acts or omissions of Toku or its Representatives in connection with the performance of the Services.

5.2 Client Indemnification

Client agrees to indemnify, defend and hold Toku and its Representatives harmless against all Losses arising out of or resulting from any Action arising out of or resulting from:

Client or its Representatives material breach of any representation, warranty, or obligation set forth in the Agreement; and
Any willful, fraudulent, or grossly negligent acts or omissions of Client or its Representatives in connection with Client's or its Representatives' receipt or use of Services pursuant to the Agreement.

5.3 Indemnification Procedure

The party seeking indemnification hereunder shall promptly notify the indemnifying party in writing of any Action and cooperate with the indemnifying party at the indemnifying party's sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the indemnifying party's sole cost and expense. The indemnifying party shall not settle any Action in a manner that adversely affects the rights of the indemnified party without the indemnified party's prior written consent, which shall not be unreasonably withheld or delayed. The indemnified party may participate in and observe the proceedings at its own cost and expense.

6. Limitation on Liability

EXCEPT FOR CLAIMS ARISING UNDER SECTION 3 OF THIS PSA AND EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 5 OF THIS PSA NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THE AGREEMENT EXCEED THE FEES DUE TO BE PAID TO TOKU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. Force Majeure

No failure or omission by either party in the performance of any obligation set forth in the Agreement shall be deemed a breach of the Agreement or create any liability if the same shall arise from any cause or causes beyond the control of such party, including, but not limited to, the following: acts of gods; acts or omissions of any government; any rules, regulations or orders issued by any governmental authority or by any officer, department, agency or instrumentality thereof; fire; storm; flood; earthquake; natural disaster; accident; war; terrorist act; rebellion; insurrection; riot; and invasion; provided that such failure or omission to perform such obligation resulting from one of the above causes is cured as soon as is practicable after the occurrence of one or more of the above mentioned causes.

8. Terms and Renewal

8.1 Initial Term and Renewal

This Agreement shall be effective from the Effective Date until terminated as provided for in Section 9 (together with the initial term, referred to herein collectively as the "Term").

8.2 Term

The Agreement will continue from the date of acceptance of these Terms until terminated as provided in Section 9.

9. Termination

9.1 Termination by Either Party for Convenience

Either party may terminate the Agreement, immediately, following sixty (60) days advance written notice to the other party (email being sufficient).

9.2 Termination by Either Party for Cause

Either party may terminate the Agreement, immediately, upon written notice to the other party in each of the following circumstances:

The other party's failure to comply with any of the material provisions of the Agreement, including Section 2.3 of this PSA, which failure is not remedied during the ten (10) days (or other extended period as may be agreed to by the parties) following written notice to the other party of such failure; or
The other party (i) becomes insolvent or admits its inability to pay its debts generally as they become due, (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within sixty (60) days or is not dismissed or vacated within sixty (60) days after filing, (iii) is dissolved or liquidated or takes any corporate action for such purpose, (iv) makes a general assignment for the benefit of creditors, or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

9.3 Effects of Termination or Expiration

The termination or expiration of the Agreement will result in all outstanding payment obligations of Client will become due and payable immediately.

9.4 Survival

The provisions of Sections 2, 3, 5, 6, 9, and 10 of the PSA and any other provisions which by their nature are intended to survive the termination or expiration of the Agreement, shall continue as valid and enforceable obligations of the parties notwithstanding any such termination or expiration.

10. Miscellaneous

10.1 Publicity

Each party hereby grants to the other party a non-exclusive, limited license to use its name, logo and marks in connection with its services ("Marks"); all use of the Marks shall be in accordance with the other party's reasonable policies regarding the advertising and usage of its Marks as established from time to time. Client shall provide a testimonial to Toku for use in Toku's marketing communications within the first sixty days of service. Regardless of use, each party shall retain all right, title and interest in and to its Marks worldwide, including any goodwill associated therewith, subject to the limited license granted in this Section 10; use of the Marks hereunder by the grantee pursuant to this limited license shall inure to the benefit of the trademark owner and grantees shall take no action that is inconsistent with the trademark owner's ownership thereof; each party shall exercise reasonable efforts within commercially reasonable limits, to maintain all on-screen disclaimers and copyright, trademark and service notifications, if any, provided to it by the other party in writing from time to time, and all "point and click" features relating to users' acknowledgment and acceptance of such disclaimers and notifications; and a party shall immediately cease using another party's Marks immediately upon termination of this PSA.

10.2 Relationship

The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

10.3 Assignment

Neither party may assign the Agreement without the prior written consent of the other party and any attempt to do so will be void. Notwithstanding the foregoing, either may assign the agreement to (a) an affiliate; or (b) any successor entity in connection with a reorganization, merger, consolidation, acquisition, or other restructuring involving all or substantially all of the voting securities or assets of such party; provided, however, that notice is given to the other party within thirty (30) days of such assignment.

10.4 Notice

Any notice, demand, request or consent required or permitted under the Agreement will be in writing to the addresses specified in your Toku account (unless changed in accordance with this Section) and shall be deemed given, upon personal or courier delivery, confirmed delivery by overnight delivery service, when sent by email upon confirmation of delivery receipt, or ten (10) days after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid.

10.5 Waiver

No provision of the Agreement will be waived by any act, omission or knowledge of a party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party.

10.6 Severability

If any provision of the Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect.

10.7 Governing Law

The Agreement will be deemed to have been made in, and will be construed pursuant to the laws of, the State of Delaware and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Subject to Section 10.8, any suit or proceeding arising out of or relating to the agreement will be commenced in a federal or state court in the City and County of New York City, New York, and each party irrevocably submits to the jurisdiction and venue of such courts.

10.8 Dispute Resolution

Any dispute, claim or controversy arising out of or relating to the agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of the agreement to arbitrate, shall be determined by mandatory arbitration in the City and County of New York City, New York before a single arbitrator; provided, however, that at the request of either party, such party may participate in such arbitration by videoconference from any location. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the award may be entered in any court having competent jurisdiction. This Section shall not preclude either party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

10.9 Interpretation

For purposes of the Agreement, (a) the words "include," "includes", and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto", and "hereunder" refer to the Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, or expressly stated otherwise, references in the Agreement: (x) to sections, exhibits, schedules, attachments and appendices mean the sections of, and exhibits, schedules, attachments and appendices attached to, the Agreement; (y) to an agreement, instrument or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties drafted the Agreement without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Orders, exhibits, schedules, attachments and appendices referred to herein are an integral part of the Agreement to the same extent as if they were set forth verbatim herein. The headings in the Agreement are for reference only and do not affect the interpretation of the Agreement.

10.10 Modifications; Entire Agreement

Toku may modify this Agreement from time to time. When we do, we will update the "Last Updated" date and, for material changes, provide notice via the platform or email. Changes take effect when posted, unless a later date is stated. Client's continued use of the Services after the effective date of any changes constitutes acceptance of the revised Agreement. This Agreement, together with any policies or service descriptions referenced in the Toku platform, is the complete and exclusive statement of the parties' understanding and supersedes all prior agreements relating to its subject matter.

10.11 Non-Exclusivity

Neither party shall be obligated to offer any business opportunities or to conduct business exclusively with the other party by virtue of the Agreement.

Attachment A: Services Attachment

These Management Terms are subject to and form a part of the PSA. In the event of a conflict between these Management Terms and the PSA, the terms of the PSA shall govern to the extent of the conflict. Any capitalized terms not defined herein shall have the meaning prescribed to them in the PSA.

Services Overview

Worker Management Terms

Toku will engage Workers on Client's behalf and administer all employment obligations required by applicable law. Workers are employed or contracted by Toku and are not employees or contractors of Client. Client directs and supervises day-to-day work, while Toku handles employment administration, including onboarding, payroll eligibility, benefits administration, statutory reporting, and compliance. Client is solely responsible for providing accurate and timely information regarding each Worker's compensation, duties, location, and work performed. Toku may rely on this information without independent verification. Client remains responsible for all wages, benefits, taxes, social contributions, insurance, and any other employer-related costs paid or incurred by Toku for any Worker. When Client requests termination of a Worker, Client is responsible for all costs associated with such termination, including mandatory notice, severance, accrued leave, final taxes, and any other statutory payments. Toku will process terminations in accordance with applicable law. Toku may require a refundable deposit to cover potential statutory or termination-related liabilities.

Payroll Terms

Toku will process payroll based on information provided by Client and will make the associated tax, benefit, and other employer-required submissions as applicable. Client authorizes Toku to initiate debits, credits, wire transfers, and other payment instructions required to process payroll, taxes, and benefits. Client must maintain sufficient funds to cover all payroll amounts, employer costs, and fees. Toku may suspend or delay payroll processing if required funds are not received. Client is responsible for the accuracy and completeness of all payroll information, including hours worked, compensation adjustments, tax elections, and Worker data. Toku may rely on such information without independent verification, and Client will indemnify Toku for losses arising from inaccuracies, omissions, or late inputs. Employer costs, including taxes, contributions, and insurance, will be billed to Client as incurred. Toku may provide reasonably detailed supporting documentation for mandatory employer costs upon request.

Token Grant Administration Terms

If Client activates token-based compensation, Toku will support the administration of token grants or token payroll as reflected in the Toku platform. Client is responsible for providing accurate grant, vesting, tax, and token-delivery information. Toku may rely on such information without independent verification. Token valuation will be determined using the methodology displayed in the Toku platform. Client acknowledges that token prices are volatile and remains responsible for any shortfall between the value of tokens provided and the amounts owed to Workers, taxing authorities, or other beneficiaries. Client authorizes Toku to request Tokens, convert Tokens to fiat currency, or initiate any related payment instructions needed to complete token-based compensation or associated tax obligations. Mandatory gas fees, conversion costs, and related expenses will be billed to Client. If applicable laws or regulations governing digital assets, compensation, or taxation change, Toku may adjust processes, valuation methods, or payment structures as reasonably necessary to comply.

Client-Managed Contractors Terms

For contractors engaged directly by Client, Toku facilitates payment processing and administrative workflows through the platform, including issuing payouts, generating payment records, and handling applicable tax documentation processes. Client provides the compensation, tax, and contractor details needed for Toku to process payments, and must fund all amounts due in advance of any payout. Client agrees to reimburse Toku if Toku advances funds to complete a contractor payment. Client directs and oversees the contractor's work, including classification decisions, and remains responsible for any legal or financial consequences arising from contractor classification, termination, or inaccurate information supplied to Toku.

Toku-Managed Contractors Terms

For contractors engaged through Toku, Toku acts as the contracting entity and administers onboarding, payments, and compliance. Client directs the contractor's work and must provide accurate compensation and scope details. Client agrees to pay upfront ahead of payroll all amounts paid to or for each contractor, and agrees to reimburse Toku in the event Toku fronts payroll costs. Client is responsible for any termination-related costs required under the contractor's agreement or applicable law.