Terms of Service – Site Service Fees

These additional terms and conditions ("Additional Terms on Site Service Fees") apply to you when any Site Service Fees are paid or owed in relation to the Site Services. These Additional Terms on Site Service Fees are incorporated by reference into the Terms located at www.usebraintrust.com/terms. If there is a conflict between the Terms and the Additional Terms on Site Service Fees, then the Additional Terms on Site Service Fees govern in relation to that element of the Site Services. Capitalized terms not defined herein have the same meaning as defined in the Terms. Additional information on Site Service Fees, including the acceptable payment methods, amount of fees and payment terms, are set forth on www.usebraintrust.com/payments.

1. Site Service Fees.

(a) Freelancer Site Service Fees. For Freelancers to receive payments through the Site, Freelancers will need to provide banking information. This information is sent to a third party payment processor ("Payment Processor") such as Stripe or Wise. As a condition of enabling payment-processing services through Payment Processor, you agree to provide accurate and complete information about you and your business, and you authorize Node to share such information and transaction information related to your use of the payment processing services provided by Payment Processor.

All payments processed through Payment Processor are subject to any terms and conditions, fees, costs, or other charges as set forth by Payment Processor. You are solely responsible for your compliance with any terms and conditions and payment of any fees, costs, or other charges associated with your use of Payment Processor's services, including fees in connection with fund withdrawals, credit card payments, and currency conversion.

Freelancers shall not solicit, collect or otherwise receive from Client any fees for or expense reimbursement for work performed outside of the Freelancer Services that Freelancer agrees to perform through the Site Services (such fees and reimbursement are referred to as "Freelancer Fees").

(b) Client Site Service Fees. All payments processed between Freelancer and Client through the Site, including all Freelancer Fees, shall be subject to a fifteen percent (15%) service fee ("Platform Fee") over and above the transaction amount agreed to between Freelancer and Client. The amount charged by Node is calculated as a percentage of the fees to be paid by Client for each transaction paid through Node. As an example, if a Freelancer's hourly rate is $90 per hour, the Platform Fee is $13.50 per hour, resulting in a total hourly rate of $103.50 per hour paid by Client to Node.

Additional fees may apply if Client requests additional services, including but not limited to Employer of Record/W-2 payrolling services and compliance.

(c) Client Conversion Fees. Client may choose to convert Freelancer to an employee of Client ("Conversion"). If a Conversion occurs before Freelancer has provided at least six (6) months of Freelancer Services through Node, Client shall pay a fee to Node in the amount equal to fifteen percent (15%) of the first year's base salary offered to Freelancer, excluding benefits and bonuses ("Conversion Fee"). If Freelancer has provided Freelancer Services to Client for more than six (6) months, there is no Conversion Fee.

(d) Direct Hire Fees.

General. As consideration for the service provided, Node will be due a fee in the amount equal to fifteen percent (15%) of the Direct Hire's first year base salary, excluding benefits and bonuses, for each placement ("Direct Hire Fee"). Client will be invoiced upon the Direct Hire's first day of employment.

Replacement Guarantee. Within the first thirty (30) days from Direct Hire's first day of employment, if the Direct Hire leaves the Client without cause or Client terminates the Direct Hire's employment for cause, Node will, at Client's option, refund the Direct Hire Fee or find a suitable replacement, at Node's sole discretion, free of additional charge.

Search Tail. Client agrees that if a Direct Hire submitted to Client by Node is hired either directly or indirectly by Client or its affiliates, or any agent or representative acting on Client's or its affiliates' behalf, within three hundred sixty-five (365) days from the last discussion between Node and Direct Hire concerning such Direct Hire, Client will pay to Node the Direct Hire Fee. This paragraph shall not apply to candidates who, prior to finding Client on Braintrust, seek employment with Client in response to an advertisement placed into the public domain for the position or to candidates with whom Client had a pre-existing relationship prior to finding Client on Braintrust.

(e) VAT and Other Taxes. Node may be required by applicable law to collect Taxes or levies in the jurisdiction of the Talent. In such instances, any amounts Node is required to collect or withhold for the payment of any such Taxes shall be collected from Client in addition to the fees owed to Node by Client under the Terms.

(f) Fees Subject to Change. The Platform Fee, Conversion Fee, and Direct Hire Fee are subject to change at any time. Node will use commercially reasonable efforts to provide advance notice of such changes to Users by posting the updated Site Service Fees on the Site at least fifteen (15) days before such fees become effective. They are administered via smart contracts whose parameters are determined by a community of Braintrust Users.

2. Hourly and Fixed Price Contracts.

(a) Hourly Contracts. For Projects for which Client is charged based on the hourly rate charged by Freelancer ("Hourly Contracts"), Freelancer will invoice Client through Node, and Node will initiate payment to Freelancer within thirty (30) days, unless Node has not received payment from Client, in which case, payment will be initiated upon receiving payment from Client for such invoice. Freelancer acknowledges and agrees that Freelancer's receipt of payment may be subject to factors outside of Node's control, such as delays incurred by Payment Processors or related to Freelancer's jurisdiction. Freelancer Fees for an Hourly Contract shall be the aggregate amount calculated by multiplying the hourly rate charged by Freelancer for the Freelancer Services, by the number of hours invoiced by Freelancer during a period of time that is mutually agreed upon by Freelancer and Client.

(b) Fixed Price Contracts. For Projects for which Client is charged a fixed price agreed between Client and Freelancer, prior to the commencement of a Project, for the completion of all Freelancer Services contracted by Client ("Fixed Price Contract"), Freelancer will invoice Client through Node, and Node will initiate payment to Freelancer within thirty (30) days, unless Node has not received payment from Client, in which case, payment will be initiated upon receiving payment from Client for such invoice. Freelancer acknowledges and agrees that Freelancer's receipt of payment may be subject to factors outside of Node's control, such as delays incurred by Payment Processors or related to Freelancer's jurisdiction.

3. Client's Failure to Dispute Invoice.

Client shall review invoices as soon as practicable after receipt and notify Node immediately if Client disagrees with any part of such invoice. Client acknowledges and agrees that Client's failure to decline or dispute an invoice or request for payment from Freelancer or Node within fifteen (15) calendar days (or as otherwise agreed upon by Client and Node) following Client's receipt of such invoice or request is an authorization and instruction to charge Client's Payment Method for the invoice. When Client authorizes the payment of an invoice, Client automatically and irrevocably authorizes and instructs Node to charge Client's Payment Method for such invoice.

4. Payment Process.

(a) Payment Information. When you make a payment or incur Site Service Fees through the Site Services ("Transaction"), you expressly authorize us or our third-party payment processor to complete such Transaction, including by charging you via a valid credit card issued by a bank acceptable to Node, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Node may accept from time to time in our sole discretion ("Payment Method"). We may ask you to supply additional information relevant to your payment, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, "Payment Information"). You represent and warrant that you have the legal right to use all Payment Methods represented by any such Payment Information. To the extent that any amounts owed cannot be collected from your Payment Methods, you are solely responsible for paying such amounts by other means. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your Payment Method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms.

Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Node is not liable to any User if Node does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method.

(b) Non-Payment. If Client is in "default", meaning the Client fails to pay the Site Service Fees or any other amounts when due under these Terms, Node will be entitled to the remedies described in this Section in addition to such other remedies that may be available under applicable law. Client will be deemed to be in default on the earliest occurrence of any of the following: (i) Client fails to pay the Site Service Fees within the time period agreed or, if none, within fifteen (15) calendar days of receiving an invoice or other notice of incurring such Site Service Fees, (ii) Client fails to pay a balance that is due or fails to bring an account current, within a reasonable period of time but no more than fifteen (15) calendar days (or as otherwise agreed upon by Client and Node), after Client's Payment Method is declined or expires, (iii) Client fails to pay an invoice issued to the Client by Node within the time period agreed or, if none, within fifteen (15) calendar days of receipt, (iv) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Node for Site Service Fees or such other amount due being reversed to the Client, or (v) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client's Account.

If Client is in default, Node may, without notice, temporarily or permanently close Client's Account and revoke Client's access to the Site and Site Services, including Client's authority to use the Site to process any additional payments, open and accept any proposals for Projects or Applications, or obtain any additional Freelancer Services or placements for Direct Hires from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time that Node places a limitation on the Client's Account as a result of the default. Without limiting other available remedies, Client must pay Node upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys' fees and other costs of collection, to the extent permitted by applicable law.

Node, at our sole discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client or held by Node for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.

(c) No Return of Funds. Client acknowledges and agrees that Node will charge Client's designated Payment Method for the Site Service Fees incurred as described in the offer submitted to the Talent through the Site, the applicable statement of work or the side agreement between Client and Node. Once Node charges or debits the Client's designated Payment Method for the Site Service Fees, the charge or debit is non-refundable, except as otherwise required by applicable law.

5. Miscellaneous Payment Terms.

(a) Payment Relationship.

Node is not your agent with respect to any funds that have been transferred through the Site.

Each Freelancer must properly discharge and credit Clients for all payments that Node or its third-party payment processor makes to such Freelancer in respect of services provided to such Clients.

Node does not have any control over the services invoiced or paid for through the Site. Additionally, Node does not control whether a User will actually complete the underlying transaction. Node is not responsible in any way for the timeliness or accuracy of the invoices or the timeliness, accuracy, completion or workmanship of any work product produced by a User as a result of an awarded Project or accepted Application. Nothing in these Terms will be deemed to constitute Node as your agent with respect to any service purchased and sold by Users through the Site, or expand or modify any warranty, liability or indemnity stated in these Terms.

By using the Node payment services, you expressly acknowledge that: (a) Node is not acting as a trustee or a fiduciary of any User and that the Node payment services are provided to Users administratively; (b) Node is not a "financial institution" as defined under the Bank Secrecy Act (BSA) and the Node payment services are payment services rather than a banking services; and (c) NODE IS NOT A BANK AND ANY PAYMENTS TRANSFERRED THROUGH NODE ARE NOT INSURED DEPOSITS AND ARE SUBJECT TO DEFAULT, LOSS OR FORFEITURE.

(b) Fraud and Error. Node reserves the right to seek reimbursement from you, and you will reimburse Node, if Node discovers a fraudulent transaction, erroneous or duplicate transaction, or if Node receives a charge back or reversal from any Payment Processor for any reason. You agree to and acknowledge Node's right to investigate any and all transactions for fraud. Further, you agree to cooperate with any reasonable requests made by Node in an effort to investigate fraud. You agree that Node has the right to obtain such reimbursement by deducting amounts from future transfers, charging the Payment Processor account associated with your Braintrust account, or obtaining reimbursement from you by any other lawful means, including using a third-party collection agency. Failure to pay for reimbursements of a charge back or a reversal of payment is cause for termination of your Braintrust account.

(c) Currency. All invoices and payments operate in fiat money, which may be denominated in multiple currencies, and therefore Node is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor is Node responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your bank account, credit card account or Payment Processor account. You are solely responsible for your compliance with any terms and conditions and payment of any fees, costs, or other charges relating to currency conversions as set forth by third-party service providers, including Payment Processors and providers of your bank account or credit card account.

(d) Exclusivity and Non-Circumvention. Clients agree to use the Site to make all payments to Freelancers, whether first-time, repeat, or follow-on. You also agree not to take any action directly or indirectly to circumvent the payment through the Site or any associated fees. As a Freelancer, you agree to use the Site to receive all payments from Clients identified through the Site, whether first-time, repeat, or follow-on. Additionally, you agree not to circumvent payment through the Site or any associated fees. If you are aware of a breach of the foregoing prohibitions, or any potential circumvention of the Site, you agree to submit a confidential report to Node at legal@usebraintrust.com. No Client may hire a Freelancer whom Client became aware of through this Site as an employee of Client unless Client pays Node a Direct Hire Fee.

6. Survival.

Upon any termination, discontinuation or cancellation of the Site Services or your account, any Sections that by their nature are intended to survive will survive, including these Additional Terms on Site Service Fees.