Talent Referral Program Terms

1. Acceptance
2. Talent Referral T&Cs Updates
   
3. Platform Description,Purpose and Related Notchup Properties
4. Program Overview
   
5. Eligibility to Participate.
   
6. Referrals
7. Restrictions on Your Use of Notchup Proprietary Information; Confidentiality
   
8. Your Representations and Warranties; Indemnification
   
9. NO WARRANTIES AND DISCLAIMER BY NOTCHUP.
   
10. LIMITED LIABILITY.
    
11. Relationship of Parties
    
12. Miscellaneous
    
13. Schedule A
    
14. Schedule B
    

1. Acceptance and Legally Binding Effect of these Notchup Talent Referral Program Terms and Conditions (“Talent Referral T&Cs”).
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   By accepting these Talent Referral T&Cs, you acknowledge that you have read, understood, and agree to be legally bound by these Talent Referral T&Cs in their entirety.
   
2. Talent Referral T&Cs Updates
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   Notchup reserves the right, at its sole discretion, to change or modify portions of these Talent Referral T&Cs at anytime. Notchup will post any changes to the Talent Referral T&Cs on the Site (defined in Section 3) and will indicate at the top of the Talent Referral T&Cs page the date when these terms were last revised. It is your responsibility to check the Talent Referral T&Cs periodically for changes. Your continued participation in the Program after the date any such changes become effective constitutes your acceptance of the new or revised Talent Referral T&Cs.
3. Platform Description, Purpose, and Related Notchup Properties
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   Future of Work Ltd, UK (“Notchup”, “we” or “us”) provides a network (“Network”) of independent contractors who provide software engineering or other professional services offered by or through Notchup (each a “Talent” and the services they provide,the “Talent Services”). The “Platform” includes:
   
   (a) Notchup's web site located at https://www.notchup.com(the “Site”),
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   (b) Notchup’s technology platform (the “Platform”) designed for Talent to apply and be considered by Notchup to join Notchup’s Talent Network to potentially be matched to Notchup’s customers (each a “Client”)who need Talent Services; and
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   (c)all software (including the Referral Link described below), data,reports, text, images, sounds, video, and content made available through any of the foregoing (collectively, the “Content”).
   
   For ease of reference, the Site, Network, Platform, identities or descriptions of Clients, other Content, Notchup’s Proprietary Information, and any other Notchup products or services are collectively referred to in these Talent Referral T&Cs (as defined below) as “Notchup Properties”. “Notchup Properties”include all such elements as a whole, as well as individual elements and portions thereof‍.‍.

4. Program Overview
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   As further described in these Talent Referral T&Cs, the Notchup Talent Referral Program (the “Program”) enables eligible participants (each a “Participant”) to earn referral fees(“Referral Fees”) by providing qualified talent referrals(“Qualified Referrals”) to Notchup.
   
   Participant or Ambassador or the Referrer (“Referrer”) is here defined as the person who refers another person. Talent or Referee (“Referee”)is here defined as the person who was referred by the Participant/Ambassador/Referrer.

5. Eligibility to Participate.
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   The​ Program is only available to eligible participants. To be a Participant, you must:
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   (1)have your ambassador’s profile or talent profile completed and activated on the Notchup Platform,
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   (2)have read and accepted these Talent Referral T&Cs;
   
   (3)not have breached any agreement (including, without limitation, any online click-wrap agreement, terms and conditions, and these Talent Referral T&Cs) with the obligation to Notchup;
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   (4)not be involved in any dispute or litigation with Notchup;
   
   (5)have fully paid all amounts you owe Notchup (if any); and
   
   (6)otherwise be in good standing under any and all Notchup accounts that you may have if any, and Notchup has not, in its sole discretion, removed you from participation in the Program.
   
   The Program is not available to any individual, business, or other entity who resides or works in (or from) or who is a national of a Prohibited Region (as defined at the end of this document) or who is listed on any Compliance List (as defined at the end of this document) (collectively, a “Prohibited Person”). You will not earn and Notchup will not be obligated to pay any Referral Fees (or any other amounts related to a referral that you provide) unless you remain eligible as a Participant from the time of the applicable referral submission through the date such payment would become due you. The Program may not be available in all countries or jurisdictions and is void where prohibited by law.
6. Referrals
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   6.1 Program Overview.
   You are not obligated to, but you may, at your discretion, provide Notchup with Talent Referrals. Notchup will pay you the earned and due Referral Fees (defined in Section 6.5, below) for each Qualified Referral (defined in Section 6.3, below) and Long Term Qualified Referral (defined in Section 6.4, below), as provided in and subject to these Talent Referral T&Cs.
   
   6.2. Method of Referral
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   During all periods in which you are eligible as a Participant, you may provide Notchup with talent Referrals by sharing with the Referee(“Referee”) the unique website link (“Referral Link”) that the Platform makes available to you in your Ambassador or Talent account dashboard.
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   If requested by Notchup, you will promptly provide Notchup with links to all instances of your public use of any Referral Link(s) and you will, upon Notchup’s request, immediately, permanently remove or delete any such links.You must not use public postings or other multi-party communications to generate or provide referrals, including without limitation,advertising, posting on public or group forums, third party websites,social networks, and the like. Any referral generated or provided through any such prohibited means or otherwise not in compliance with these Talent Referral T&Cs will not be a Qualified Referral.
   
   6.3. Qualified Referral
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   Notchup will pay Referral Fees with respect to Qualified Talent Referrals. A“Qualified Referral” is a referral where the Referee has
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   (1)Signed up on the Platform using the Participants Referral Link. The Referee must be an educated software developer or engineer to qualify as a talent on the platform. The Referee must have a completed and activated profile on the Notchup Platform to qualify for Level 1 of the Talent Referral Program. The Referee must have gone through the Notchup vetting procedure to qualify for Level 2 of the Talent Referral Program. The vetting procedure consist of minimum 3 technical tests, that needs to be completed and passed.
   
   (2)is not part of any spam or other referral, offer, or solicitation of any type, and
   
   (3) is in all respects, made in compliance with all applicable laws and regulations and otherwise in full compliance with these Talent Referral T&Cs.
   
   6.4. Long Term Qualified Referral - Level 3 Referral
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   Notchup will pay Referral Fees with respect to Long Term Qualified Referrals. A “Long Term Qualified Referral” is a Qualified Referral that has completed a fully-paid engagement with a client of at least 180 days with Notchup.
   
   6.5. Referral Fees
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   Subject to change at any time and without prior notice, as set forth in these Talent Referral T&Cs, Notchup’s current (as of the most recent date of these Talent Referral T&Cs) Referral Fees under these Talent Referral T&Cs are listed in Schedule A. The Referral Fees may be changed by Notchup in Schedule A and/or on Notchup’s website at any time.   
   
   6.6 Referral Payment ​
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   All amounts will be paid in either U.S. dollars ($) or Great British pound sterling (£) and Notchup will have no risk or liability with respect to monetary conversion fees and exchange rates that may be applied by financial institutions involved in payment processing and transfer.
   
   Notchup will pay the accrued Referral Fees for Level 1 and Level 2 referrals within 30 days from the end of the month in which the given fees accrued. The Referee that was referred need to still be active on the platform on the day of the payment. In case the Referee has removed their profile or does no longer qualify as a Qualified Referral or have removed significant information from the profile, the Referral is no longer considered a Qualified Referral and Referral Fees will not be paid.
   
   For Level 3 referrals, see 6.4.
   
   6.7 Referral Duration
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   The Referee needs to complete and activate the profile on the Notchup platform within 90 days after signup to qualify as a Level 1 referral. The Referee needs to take a minimum of 3 tests on the Notchup platform within 120 days after signup to qualify as a Level 2 referral. Notchup reserves the right to remove incomplete profiles after 365 days of registration, and the right of referral is forgone for both the Referrer and the Referee.
   
   6.8 Use of your Information
   You agree that Notchup may use (and disclose to others as necessary) all information that you provide to us with respect to any referral,including your name and contact information and any information to:(a) confirm any referral that you have provided, (b) determine your compliance with these Talent Referral T&Cs and to enforce the same, (c) comply with law and any government or court order, demand,or action, and (c) otherwise operate the Program and all associated systems and operations.
7. Restrictions in Your Use of Notchup Proprietary Information
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   All business, technical or financial information disclosed by Notchup that includes or relates to:
   
   (a)payments to you under these Talent Referral T&Cs,
   
   (b)the names of any Client or Talent of Notchup (whether or not referred by you), or
   
   (c)any information of any Client or Talent of Notchup
   
   is Notchup’s “Proprietary Information”. You will hold in confidence and not disclose to others any Proprietary Information.You will also not use Proprietary Information for any purposes other than to provide referrals to Notchup in accordance with these Talent Referral T&Cs. However, you will not be obligated under this Section 7 with respect to information that you can document is or becomes readily publicly available without restriction and through no fault of you (e.g., information that Notchup makes generally available to the public on the Site without requiring acceptance of these Talent Referral T&Cs or a similar obligation of confidentiality). You may make disclosures of Proprietary Information required by law or court order provided that you give Notchup advance written notice. When you have ceased providing referrals to Notchup in connection with these Talent Referral T&Cs or completed your use of the Platform, you will destroy all items and copies containing or embodying Proprietary Information, except to the extent necessary to comply with applicable law. This Section 7 is in addition to and will not limit any other obligation of confidentiality that you may have to Notchup.
   
8. Your Representations and Warranties
   
   You represent and warrant to Notchup that:
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   (a)you have obtained all necessary permissions, consents, and rights necessary to provide Notchup with any referrals or any other third party information under or in connection with the Program;
   
   (b)you are eighteen (18) years of age or older;
   
   (c)all referrals that you make will be made in compliance with all applicable laws;
   
   (d)you are not a national of, you do not reside in, and, you will not provide any referrals while you are located in any Prohibited Region,
   
   (e)you are not identified on any Prohibited List; and
   
   (f)you will not knowingly (or with reason to know) provide a referral to Notchup regarding any person, business, or entity who is a national of or resides or works in any Prohibited Region or who is identified on any Prohibited List. Prohibited Regions and Prohibited List are defined at the end of these Talent Referral T&Cs. You shall notify Notchup immediately if your status under this Section 8 changes. This Agreement will terminate immediately upon any non-compliance with this Section 8.
9. NO WARRANTIES AND DISCLAIMER BY Notchup
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   THE Notchup PROPERTIES, AND PARTICULARLY THE SITE, PLATFORM, CONTENT,PROPRIETARY INFORMATION AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND,AND Notchup EXPRESSLY DISCLAIMS​ ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANT ABILITY,FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. YOU​ ACKNOWLEDGE THAT Notchup DOES NOT WARRANT THAT YOUR ACCESS OR USE OR BOTH OF THE Notchup PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, AND Notchup DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE Notchup PROPERTIES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM Notchup OR THROUGH THE Notchup PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TALENT REFERRAL T&Cs.
10. LIMITED LIABILITY
    
    ‍10.1 Exclusion​ of Damages and Limitation of Liability.​
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    You agree that NOTCHUP​ WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL,CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES(INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR THE LIKE)ARISING OUT OF OR RELATING TO THIS TALENT REFERRAL T&Cs,INCLUDING WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE,​PLATFORM, CONTENT, PROPRIETARY INFORMATION,​ OR ANY INTERRUPTION OR DISRUPTION OF SUCH USE, EVEN IF NOTCHUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION(WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE). THE AGGREGATE LIABILITY OF NOTCHUP WITH REGARD TO THE PROGRAM AND THESE TALENT REFERRAL T&Cs WILL IN NO EVENT EXCEED THE CUMULATIVE AMOUNT OF ANY OUTSTANDING, ACCRUED REFERRAL FEES ACTUALLY DUE YOU(AND NOT YET PAID BY NOTCHUP) PURSUANT TO THESE TALENT REFERRAL T&Cs
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    10.2. Jurisdictional​ Limitations.​
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    Some states and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, NOTCHUP’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
11. Relationship of Parties.
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    For​all purposes under these Talent Referral T&Cs and the Program, Notchup and you are independent contractors. You are not authorized to and will not:
    
    (a)represent yourself as, or allow yourself to be perceived by others as, an agent, employee, contractor, or representative of Notchup,
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    (b) make any representation or statement on Notchup’s behalf or give others the impression that you are authorized to make any representation or statement on Notchup’s behalf,
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    (c)bind or attempt to bind Notchup to any contract.
    
    Notchup will only be responsible for Referral Fees due and payable to you,and you will be responsible for all other taxes, third party transaction fees, and assessments including without limitation,sales, value-added, use and similar taxes, and wire transfer fees, if any.
12. Miscellaneous.
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    ‍Exceptas expressly stated herein, these Talent Referral T&Cs constitutethe entire agreement between the parties with respect to the Programand all matters relating thereto. No waiver, change, or modificationto these Talent Referral T&Cs will be effective unless in writingsigned by both parties. Any notices to N in connection withthis agreement will be made by email transmitted to bothfutureofwork@​ and legal@n.Notices​to you will be made by email or regular mail and will be deemed tohve been duly given when sent by N to the email or mailingaddress associated with your account. You​ agree that  isentitled to seek injunctive and other equitable relief to enforceyour obligations under this Agreement to avoid harm that cannotadequately be remedied by monetary damages. The​ section andsubsection headings used in these Talent Referral T&Cs are forconvenience only and will not be used in interpreting these TalentReferral T&Cs. In the event that any provision of these TalentReferral T&Cs will be determined to be illegal or unenforceable,that provision will be first revised to give the maximum permissibleeffect to its original intent or, if such revision is not permitted,that specific provision will be eliminated so that these TalentReferral T&Cs will otherwise remain in full force and effect andenforceable.

Schedule A: Referral Fees

Last updated on 10 May 2023
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Subject to change at any time and without prior notice, as set forth in these Program T&Cs,  Notchup current Referral Fees under these Program T&Cs are

Schedule B: Prohibited Regions and Prohibited List

1. “Prohibited Regions” means any country or region with respect to which United Nations, European Union, United Kingdom or United States of America prohibits transactions, including the payment of funds or the export,re-export, or transfer of items, services, or technology, including but not necessarily limited to:
   
   ● the Crimea region of Ukraine,  
   ● Cuba,  
   ● Iran,  
   ● North Korea,  
   ● Sudan, and  
   ● Syria.
   
   “Prohibited List” means each and all of the following:
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   ● the Specially Designated Nationals and Consolidated Sanctions Lists (maintained by the Office of Foreign Assets Control, U.S. Department of the Treasury);    
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   ● the Denied Persons, Entity, and Unverified Lists (maintained by the Bureau of Industry and Security, U.S. Department of Commerce); and  
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   ● the Consolidated List of sanctions designations by the United Nations, European Union and United Kingdom.