Referral Program Terms and Conditions

Last updated: October 24, 2019

Welcome to the FREELANCE LABS, INC. Referral Program (the "Referral Program")! Please read these FREELANCE LABS, INC. Referral Program Terms and Conditions (the "Terms"), the FREELANCE LABS, INC. Terms of Service, FREELANCE LABS, INC. Privacy Policy as they constitute binding obligations between you ("you", "your" or "Participant") and FREELANCE LABS, INC. ("Company", "we", "us" or "our").

By participating in the Program, completing the registration process, or accessing or using the Referral Program website ("Site"), you agree to be bound by these Terms. If you don't agree to be bound by these Terms, you may not participate in the Referral Program.

YOU HEREBY ACKNOWLEDGE THAT PARTICIPATION IN THE REFERRAL PROGRAM IS FREE OF CHARGE AND THAT PARTICIPATION DOES NOT ENTAIL ANY RIGHT TO COMPENSATION OF ANY KIND OR TO REIMBURSEMENT OF ANY EXPENSES INCURRED.

1. Eligibility

You may participate in the Referral Program only if you are 18 years or older and capable of forming a binding contract with the Company, and are not barred from participating under applicable law. Employees of the Company and its affiliates, subsidiaries, advertising, promotion, fulfillment or other coordinating agencies, individuals providing services to us through an outsourcer or temporary employment agency, and their respective immediate family members and persons living in their same household, are not eligible to participate in the Referral Program.

2. Registration

2.1 Account

You must register to participate in the Referral Program by filling out the registration intake form at https://app.usebraintrust.com. You will need to provide basic information about yourself like your name, email address, telephone number, and your country of residence. You must keep the login credentials of your account for the Referral Program (the "Account") secure. You will be responsible for all activities under your Account.

2.2 Referral Link

Upon registration, you will receive a referral link. Participants should only use this Referral Program for personal and non-commercial purposes, and the referral link only shared with personal connections that will appreciate receiving these invitations. Referral links should not be published or distributed on any public medium or website.

2.3 Compliance with Law

By registering with us, you agree to comply with all applicable national, international, state and local laws, ordinances and regulations in connection with your participation in the Program. Nothing herein shall constitute an employment, joint venture, or partnership relationship between you and FREELANCE LABS, INC.

2.4 Note to Braintrust

Our standard terms presume that eligibility to participate in this program is predicated on some preliminary diligence (e.g., OFAC checks based on country affiliation). This is typically performed when a user establishes an account and provides some basic demographic information. However, we can amend if you have a different onboarding process.

2.5 Note to Braintrust

Please include a description of what, if any, mechanism (e.g., referral link) you will provide Participants so that they know that people they refer to your services will be matched to their account.

3. Change

We may change or terminate the Referral Program or a Participant's ability to participate in the Referral Program at any time for any reason. In addition, we may update these Terms at any time without prior notice. If we modify these terms, we will post the modification on our website, applications, or Service, and change the "Last Updated" date above, and the modified terms will be effective upon posting. Continued participation in the Referral Program after any modification shall constitute consent to such modification.

4. Referrals

4.1 Referred Clients

Participants must submit all "Referred Clients" to the Company by giving them your customized referral link located at https://app.usebraintrust.com/freelancer/dashboard/my_wallet/rewards/. Referred Client submissions must use your link in order for the system to track the referral and give you credit.

4.2 Qualified Referral

A Referred Client will be deemed a "Qualified Referral" if directly as a result of your efforts, (i) you submit Referred Clients to Site with your personalized referral link and in the manner provided in these Terms; and (ii) the Referred Client is qualified by Braintrust's internal staff as a real client with real needs that the Braintrust talent network can meet. Participants are eligible to receive Referral Rewards once each Qualified Referral Posts a job on the Braintrust platform.

4.3 Qualified Paying Customer

Qualified Paying Customer is defined as an entity referred by Consultant to Braintrust that transacts at least $1,000 in gross service value on the platform. Note: some programs will compensate referrals of Qualified Referrals and others will compensate only Qualified Paying Customers. Please note which referral is being compensated in the details of the program's home page.

4.4 Gross Service Value (GSV)

GSV is defined as the dollar amount that an organization spends on Braintrust. More specifically, the client contracts with talent on the Braintrust platform, receives services and pays the talent via the Braintrust platform, including the platform access fee charged by Braintrust. GSV is not qualified until funds have cleared from client organization to both Talent and Braintrust.

4.5 Exclusions

4.6 Representations and Warranties

You represent and warrant that you: (i) will not hold itself out as an agent or otherwise purport to represent or bind the Company in any manner; (ii) will not make false or misleading representations with regard to the Company services; (iii) will not make representations, warranties, guarantees or negotiate any specific terms with Referred Clients including, without limitation, with respect to the specifications, features or capabilities of the Company's services; and (iv) shall not under any circumstance disparage the Company, its products or services.

5. Rewards

5.1 BTRST Credits

In exchange for each Qualified Referral, Participants will be eligible to accrue "BTRST Credits". For each Qualified Referral, you are eligible to receive Credits in accordance with the referral program details you are engaging with. The total aggregate number of Rewards will be identified at Participant's Account. Rewards have no monetary value and are not transferable or assignable. If you lose your Account credentials, we may not be able to replace your Rewards. Without limiting the foregoing, Participant acknowledges and agrees that FREELANCE LABS, INC. Rewards delivery obligation will be expressly subject to Participant's eligibility to participate in the FREELANCE LABS, INC. Program and provision of Qualified Referrals.

5.2 BTRST Tokens

At the bona fide public, commercial launch of the Braintrust blockchain protocol, you may be eligible to convert credits into "BTRST Tokens". In order to do so, you must be eligible to receive such Tokens under applicable law including without limitations the Securities Act of 1933 (the "Securities Act"), as amended, and in compliance with these Terms including all requirements provided under Section 8. You must also execute any additional terms or forms required by FREELANCE LABS, INC., including without limitation, the "Future Token Interest Agreement" to be provided to you by the Company. If you are not eligible to receive such Tokens, the Company may pay you, in accordance with applicable law, an amount equal to a reasonable amount as determined in Company's sole discretion in cash. As part of this process, you may need to submit additional personal information about yourself. The Company makes no guarantee of the Token's value in any currencies.

To access the BTRST Tokens, you will have to create a compatible blockchain wallet (the "Wallet"). We are not responsible for any liabilities of any nature resulting from the use of such Wallets. You're responsible for management of the private keys for your Wallet. The Company does not and will not manage, store, collect or otherwise access the private keys for your Wallet. You're responsible for all activities that occur using your Wallet, whether or not you know about them.

5.3 Compliance with Laws

Participants who are U.S. citizens or residents, and who are not accredited investors, may not be eligible to receive Tokens as part of this Referral Program. Under such circumstances, the Company may pay the winner a cash payment in lieu of BTRST Tokens. Participants are solely responsible for any and all federal, state, provincial and local taxes, if any, that apply to prizes.

5.4 Own Expense

Participants will otherwise perform the Services at her or his own expense, and using her or his own resources and equipment. Participant acknowledges that the Rewards and the Token equivalent of such Rewards represent Participant's entire compensation with respect to the Referral Program and the Company will have no other obligation for any other compensation to or expenses or costs incurred by Participant in connection with the performance of his/her obligations under the Referral Program.

6. License Grants and Permissions

6.1 Company IP

To the extent the Company has provided to Participant any materials (the "Company-Owned Materials"), the Company retains all rights, title, and interest in the Company-Owned Materials and to all trademarks, trade names, service marks, logos, artwork, designs, copy or other intellectual property owned by the Company. In connection with the Referral Program, the Company hereby grants Participant a limited license to use the Company-Owned Materials solely in connection with the performance of Participant's Services in the Referral Program.

7. Ownership

As between Participant and the Company, the Company's services, Company-Owned Materials and any other content or materials developed by or on behalf of the Company, including, without limitation, all works incorporating any or all of the Participant Appearance, any derivative works thereof and all Intellectual Property Rights therein (excluding the Participant Appearance) are and will remain the sole and exclusive property of the Company. At the Company's request and expense, Participant will reasonably assist and cooperate with the Company and take such further lawful acts and execute any additional documents reasonably requested by the Company to enable the Company to perfect its ownership rights in and to such materials and to otherwise effectuate the provisions of this Section. For the purposes of this Agreement, "Intellectual Property Rights" means patent rights (including patent applications and disclosures), copyright rights, trademarks, Moral Rights, trade secret rights, know-how, rights of publicity, and any other intellectual property or proprietary rights recognized in any country or jurisdiction in the world.

8. Program Policies and Compliance

8.1 General Requirements

As a Participant, you agree to comply with all applicable law, including, but not limited to the CAN-SPAM Act in participating in the Program. You acknowledge that you shall not infringe, misappropriate, dilute or otherwise violate any Intellectual Property Rights, or any other rights of any third-party.

8.2 Additional Compliance Requirements

Participant understands that the Company and its affiliates may at some future date be deemed to be conducting an offering of Tokens (the "Offering"), which is being conducted in reliance upon exemptions from registration under U.S. federal and state securities laws provided by Regulation D and Regulation S promulgated pursuant to the Securities Act, and its applicable state counterparts and that failure to comply with the terms of such exemptions could have a serious adverse effect on the Company and its affiliates. Participant agrees to comply with such exemptions and all applicable laws in connection with Participant's activities under this Agreement, and the Participant shall not take any action or suffer any omission that would impair the eligibility of the Company and its affiliates for such exemptions. The Participant shall not promote or discuss the Offering in any capacity, and the Participant shall not promote or discuss the Tokens, its associated network or ecosystem in any way that promotes the purchase of Tokens, or highlights its potential, as an investment, for profit, for speculative trading, its potential for appreciation, or other similar purposes.

9. Termination

Except where prohibited, by participating in the Referral Program, you consent to the use of your name, photo and/or likeness, biographical information, entry and statements attributed to you (if true) for advertising and promotional purposes, including without limitation, inclusion in the Company's newsletters, the Site and the Company's homepages, without additional compensation.

10. Publicity

11. No Warranties

THE REFERRAL PROGRAM AND ANY THE TOKENS THAT YOU MAY RECEIVE IN ASSOCIATION WITH THE REWARDS ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALUE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE REFERRAL PROGRAM OR ANY PART OF SUCH REFERRAL PROGRAM, INCLUDING WITHOUT LIMITATION THE TOKENS, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR MATERIALS OFFERED. YOU ASSUME ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY THE TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE THE COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE TOKENS. ANY THE TOKENS THAT YOU MAY RECEIVE AS REWARDS MAY NOT HAVE A MARKET AND MAY HAVE NO VALUE.

You accept and assume all risks and liabilities that the Tokens may be deemed an offering in certain jurisdictions. You accept and assume all risks and liabilities that Company and/or third parties participating in the Company may be subject to investigative and punitive actions from governmental authorities.

You may suffer adverse tax consequences as a result of your receipt of Rewards or Tokens. You hereby represent that (i) you have consulted with a tax adviser that you deem advisable in connection with your participation in the Referral Program, or that you have had the opportunity to obtain tax advice but have chosen not to do so, (ii) the Company has not provided you with any tax advice with respect to your participation, and (iii) you are not relying on the Company for any tax advice. You agree to be fully responsible for any taxes resulting from your participation, including the receipt of any Incentives.

12. Indemnity

You agree to indemnify, defend and hold the Company, its affiliates, and their respective directors, officers, employees, advertising, promotion, fulfillment or other coordinating agencies, and any other organizations providing services to the Company in connection with the Referral Program, harmless, from any and all claims, injuries, damages, attorney's fees, expenses or losses to person or property and/or liabilities of any nature that in any way arise from your participation in this Referral Program, any noncompliance by you with these Terms, or acceptance or use of a payment, including without limitation payments in connection with the Rewards, from the Company in connection with the Referral Program.

13. Limitation of Liability

IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN THE REFERRAL PROGRAM, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT SHALL THE COMPANY'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THIS REFERRAL PROGRAM EXCEED THE AMOUNT OF TEN U.S. DOLLARS ($10.00). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR AND WILL NOT BE LIABLE TO YOU FOR YOUR PARTICIPATION IN THE REFERRAL PROGRAM, THE REWARDS, OR THE TOKENS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i) USER ERROR SUCH AS FORGOTTEN PASSWORDS, LOST OR MISSING PRIVATE KEYS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (ii) SERVER FAILURE; (iii) CORRUPTED WALLET FILES; (iv) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (v) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE COMPANY OR ITS SERVICES INCLUDING THE REFERRAL PROGRAM.

WE MAKE NO WARRANTY THAT THE REFERRAL PROGRAM, OR ANY PART OF SUCH REFERRAL PROGRAM, INCLUDING WITHOUT LIMITATION THE REWARDS OR THE TOKENS, INCLUDING THE SERVER THAT MAKES THE COMPANY OR ITS SERVICES INCLUDING THE REFERRAL PROGRAM AVAILABLE, ARE FREE OF VIRUSES OR ERRORS, THAT IT WILL BE UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OF ANY KIND, FROM ACTION TAKEN, OR TAKEN IN RELIANCE ON MATERIAL, OR INFORMATION, CONTAINED OR MADE AVAILABLE THROUGH THE REFERRAL PROGRAM.

14. Governing Law and Forum Choice

These Terms and any action related thereto will be governed by the laws of Delaware, without regard to its conflict of laws provisions. The exclusive jurisdiction for all Disputes (defined below) will be in Delaware, and you and Company each waive any objection to such jurisdiction and venue.

15. Dispute Resolution

You agree that, by participating in the Referral Program, any dispute, controversy, difference or claim arising out of, relating to or in connection with this contract, or the breach, termination or invalidity thereof (together, the "Disputes"), shall be finally settled by arbitration referred to the American Arbitration Association in accordance with the Association's arbitration rules. The place of arbitration shall be in California. The language of arbitration shall be English. The arbitral award shall be final and binding upon both parties. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Company agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

16. General Terms

16.1 Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between the Company and you regarding the Referral Program, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Company and you regarding the Referral Program. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Company's prior written consent.

16.2 Notices

Any notices or other communications provided by Company under these Terms, including those regarding modifications to these Terms, will be given by posting to the Referral Program Site.

16.3 Waiver of Rights

Company's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

17. Contact Information

If you have any questions about these Terms or the Referral Program, please contact the Company at legal@usebraintrust.com.

Referral Engine Participant Future Token Interest (FTI) Agreement