1. Introduction: BY SUBMITTING A MEMBERSHIP APPLICATION AND BECOMING A MEMBER OF THE WORKNECTOR PEER-TO-PEER REFERRAL COMMUNITY (“WORKNECTOR”, THE ”PLATFORM” OR "COMMUNITY"), YOU CONFIRM AND ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT (TERMS & CONDITIONS) IN ITS ENTIRETY AND THAT YOU AGREE TO BE BOUND BY ALL ITS TERMS AND CONDITIONS. THESE TERMS GOVERN YOUR PARTICIPATION AS A CONNECTOR OR A TALENT (A “MEMBER” OR “MEMBERS”) WITHIN THE COMMUNITY.

2. Member Roles and Responsibilities

2.1 Connector Role: Connectors play a crucial role in identifying job leads and referring Talents for potential project opportunities within the Community. Their responsibilities include:

- Identifying and submitting qualified project leads through the Community's designated platform.

- Introducing Talents to Clients for job opportunities based on their knowledge of the Talent's skills, experience, and suitability.

- Facilitating communication between recommended Talents and Clients within the Community platform when requested.

2.1.1 Qualified Project Lead Explanation: A project lead is a valuable reference provided by the Connector who is aware of a freelance job opening. By connecting the Talent with the Client, the Connector creates an opportunity for the Talent. A project lead is considered qualified when the Connector is directly offered a freelance project by the Client, such as a direct client or an agency, or when the Connector is specifically asked to refer a suitable contractor for the project. For example, if a company contacts the Connector directly, inviting them to consider a project or requesting a reference, and the Connector subsequently shares the information about this project within the Community, it is considered a qualified project lead.

2.1.2 Introducing (Referring) Form: Connectors may introduce (refer) Talents to Clients through various means, including but not limited the email, phone, massagers, and more by sharing the Talent's relevant information with the Client. An introduction is considered sufficient when it provides essential details about the Talent's suitability for the project opportunity. This should include the Talent's name, a brief overview of their qualifications, and/or any pertinent work samples or portfolio links, as applicable. The goal is to facilitate initial contact between the Talent and the Client, allowing them to explore potential collaboration. Connectors are encouraged to be transparent and professional in their introductions, ensuring that the information shared accurately represents the Talent's capabilities and aligns with the Client's project needs.

2.2 Talent Role: Talents are skilled individuals seeking freelance project opportunities within the Community. Their responsibilities include:

- Creating and maintaining accurate profiles showcasing their skills, experience, and availability.

- Actively engaging with the Community by responding to job leads and participating in the referral process.

- Collaborating professionally with Connectors and Clients throughout the project acquisition process.

2.3 Member Roles Flexibility: Every member can execute any role.

3. Compensation and Payments

3.1 Referral Reward: Connectors are eligible for a referral reward when an introduced Talent successfully obtains a project through the Connector's referral (introduction). The referral reward is 7.5% of the total amount invoiced by the Talent to the Client for the first 12 months of collaboration. This fee is applicable to all contracts, regardless of their number, concluded with the Client during this period. The reward is accrued upon Talent's submitted invoices. Payout is due within ten (10) business days after Worknector receives a Connector's request, provided the Talent has paid any related deposits and fees. Worknector administers all payments. The payout is provided free of charge by Worknector. Worknector does not retain any fee for this service except for third-party processing fees and other fees that may be associated with the transaction.

3.2 Fee for Talents: If a Talent initiates a collaboration with a Client introduced through Worknector (by the Connector) within 12 months of the introduction, the Talent agrees to pay a fee equal to 15% of the total amount invoiced to the Client for the first 12 months of collaboration. This fee is applicable to all contracts, regardless of their number, concluded with the Client (or a subsidiary or an affiliate controlled by or controlling the client company ("Client Entity")) during this period.

3.3 Notification: The Talent is responsible for promptly notifying Worknector, either through the designated web form or by email to invoices@worknector.com, within ten (10) business days upon concluding a contract with the Client. This notification must include:

- Starting date of the contract.

- Date the contract was signed.

- Details about amounts of remuneration.

- Billing periods.

3.3.1 Prior Recruitment Process: If the Talent is already being in the recruitment process with the Client through another channel, they must inform the Connector and Worknector at admin@worknector.com before the Connector introduces them to the Client. If the Talent is introduced to the Client by the Connector, Worknector reserves the right to charge its service fee (3.2) should a contract be concluded with that Client.

3.4 Escrow Payment for Talents: If the Connector accepts a Talent's request and is ready to introduce the Talent to the Client, the Talent is required to fund a fixed amount of 50 euros as an escrow deposit within 24 hours after receiving the escrow request from Worknector. This deposit serves as a commitment to the deal and process, and upon successful deposit, the Talent will be introduced to the Client. The Talent can request a full refund of the escrow deposit within the first 31 days under the following conditions:

- The Connector failed to introduce the Talent within 72 hours after the deposit was successfully funded, due to the Connector's fault. However, if there was a delayed but proper introduction, this condition does not apply.

- The form of introduction was insufficient (2.1.2).

- The Connector was not previously connected with the Client in any way (Unqualified Project Lead, para 2.1.1).

- The Client declined a Talent's application for any reason, and the Talent received an appropriate notification from the Client.

- The Client discontinued communication with the Talent during the application process without providing any reason.

The refund is made within five (5) business days after Worknector received Talent’s request. This period may be extended if Worknector requires additional time to resolve all case details. If a deal fails due to the Talent's fault, the escrow amount should be transferred to the Connector as compensation. If a contract is successfully signed between the Client and the Talent through the Connector's introduction, the escrow amount will be paid to the Connector as the initial part of the referral reward. If the Talent neither requests a refund nor notifies Worknector about the signed contract within the first 31 days, Worknector transfers the full amount to the Connector upon their request as compensation.

3.5 Information Request: Worknector reserves the right to contact the parties involved to obtain status updates on ongoing negotiations, other necessary data, as well as to request digital copies of key pages of the original documents to identify the named data. The parties must provide Worknector with this information within five (5) business days after Worknector's request.

3.6 Invoicing: During the commissionable period of 12 months, the Talent should send Worknector the invoices issued to the Client, either through the designated web form or at invoices@worknector.com. This notification should be made within five (5) business days upon issuing an invoice to the Client. Worknector will subsequently send the Talent an invoice for its fees.

3.7 Payments: The full amount of the invoice shall be payable within five (5) business days after the Talent's invoice was paid by the Client. The payment date is considered the date on which the full amount is in Worknector’s bank account.

3.8 Late Payments: In case of a delay in payment to Worknector, the Talent shall pay an upfront fixed administration fee of €5 (five euros) to compensate Worknector for the processing and handling of the late payment.

3.9 Delayed Payments: If the Talent delays any payment in excess of thirty (30) days from the due date, the Talent will be charged 10 percent of the sum of such payment per month of delay until the payment is completely resolved.

3.10 VAT: All fees are exclusive of statutory VAT.

3.11 Payment Fees: You acknowledge and agree that any payment fees associated with transactions between Members (Users) and Worknector, including but not limited to transaction processing fees, currency conversion fees, and banking fees, are the responsibility of the Members (Users).

3.11.1 Worknector's Right to Retain Fees: You further acknowledge that Worknector may, at its discretion, retain such amounts from payments or fees as necessary to cover these payment fees. Worknector will make reasonable efforts to inform Members (Users) of any fees deducted in advance, but Members (Users) are responsible for reviewing and understanding the fee structure and any associated costs.

3.12 Debts transferring: Worknector reserves the right to assign, transfer, or otherwise convey its rights to collect any debts or outstanding amounts to third parties, including but not limited to debt collection agencies or financial institutions. This assignment may occur without prior notice to the Members (Users) and shall not relieve Members (Users) of their obligation to fulfil their financial commitments under these Terms & Conditions.

4. Tax Responsibility and Withholding

4.1 Tax Responsibility: You acknowledge and agree that you are solely responsible for all taxes associated with any payments received from Worknector.

4.2 Withholding Obligation: You also acknowledge and agree that you are responsible for determining whether Worknector is required by any applicable law to withhold any amount from the bonus amount. If such withholding is required by law, you shall notify Worknector of this requirement promptly. Furthermore, you agree to indemnify Worknector for any requirement to pay any withheld amount to the appropriate authorities, including any associated penalties and interest.

5. Abuse

5.1 Bypassing Platform Payments: IF ONE PARTY PROPOSES IN ANY WAY TO BYPASS THE PLATFORM FOR MUTUAL PAYMENTS, THE OTHER PARTY MUST IMMEDIATELY NOTIFY WORKNECTOR AT ADMIN@WORKNECTOR.COM. THE PARTY TO WHOM SUCH HARMFUL ACTION WAS PROPOSED, UPON NOTIFYING WORKNECTOR AND PROVIDING IT WITH PROPER DATA, IS ENTITLED TO RECEIVE A REWARD FROM WORKNECTOR. THE AMOUNT OF THE REWARD IS TWO THOUSAND (2,000.00) EUROS. THE PAYOUT SHOULD BE MADE AFTER RESOLUTION OF ALL DISPUTES AND MUTUAL SETTLEMENTS BETWEEN THE OPPOSING PARTY AND WORKNECTOR. THE PARTY PROPOSING SUCH HARMFUL ACTION, WHICH SIGNIFICANTLY DAMAGES THE COMMUNITY'S REPUTATION, HAS TO PAY WORKNECTOR AN UNCONDITIONAL PENALTY EQUAL TO TEN (10) TIMES THE VALUE OF ALL FEES THAT SHOULD HAVE BEEN PAID BY THAT PARTY TO WORKNECTOR, WITH A MINIMUM PENALTY OF FOUR THOUSAND (4,000.00) EUROS FOR EACH CASE. THE USER ACCOUNT OF THE PARTY PROPOSING THESE ACTIONS SHOULD BE BLOCKED. THE PARTY THAT FAILS TO NOTIFY THE PLATFORM IS JOINTLY AND SEVERALLY LIABLE FOR ALL PENALTIES.

‍5.2 Malicious Actions: IF THE TALENT MALICIOUSLY FAILS TO NOTIFY WORKNECTOR ABOUT A CONCLUDED CONTRACT WITH THE CLIENT, ISSUES INVOICES TO THE CLIENT WITHOUT NOTIFICATION OF WORKNECTOR, OR ATTEMPTS TO EVADE SUCH NOTIFICATIONS, OR PROVIDES WORKNECTOR WITH MALICIOUSLY DISTORTED OR FALSE DATA, ALL OF THESE ACTIONS ARE CONSIDERED BYPASSING PLATFORM PAYMENTS (5.1). WORKNECTOR MAY TAKE APPROPRIATE ACTIONS AGAINST THE MEMBER, INCLUDING BUT NOT LIMITED TO BLOCKING THE USER ACCOUNT AND PURSUING LEGAL REMEDIES IN THE TALENT'S COUNTRY, INCLUDING FILING REPORTS WITH THE POLICE OR PURSUING COURT ACTION, TO PREVENT FRAUDULENT ACTIVITIES WITHIN THE COMMUNITY AND PROTECT OTHER MEMBERS.

6. Liability and Disclaimers

6.1 Responsibility: Worknector bears no responsibility or liability for any aspect of the collaboration between Talents, Connectors, and Clients.

6.2 User Content: Any material that the Members (users) send or submit through Worknector is meant to be shared with other users. Worknector has no duty to review any content uploaded by users, but Worknector retains the right to do so with or without notice to prevent or to rectify any possible violations of this Agreement or any relevant legislation. Worknector may refuse to approve or display the content and may at any time disable or erase all the content or any portion of it.

7. Confidentiality

7.1 Confidential Information: All members of the Community agree to maintain the confidentiality of any information shared within the Community, including Client information, Talent details, and any other sensitive data. This condition does not apply to cases involving express performance of these conditions or mandatory disclosure of information by law.

8. Code of Conduct

8.1 Professionalism: Members of the Community, including Connectors and Talents, are expected to conduct themselves professionally and ethically when interacting with each other and with Clients. Professionalism includes respectful communication, honesty, and integrity in all dealings.

8.2 Non-Discrimination: Discrimination against any member based on race, gender, religion, nationality, disability, or any other protected status is strictly prohibited within the Community. Such behavior results in the termination of membership.

9. Identity Verification

9.1 Authentic and Up-to-Date Information: You confirm that you provide Worknector with authentic, honest, full, and up-to-date information.

9.2 Single Account Usage: You further confirm that you have exposed your true identity, and you shall create and use only one account for your participation in the Worknector community.

10. Termination: Worknector reserves the right to pause or terminate the membership of any member, including Connectors and Talents, at any time for violations of these Terms & Conditions or unethical conduct without prior notice. A member can request immediate membership termination by notifying Worknector at admin@worknector.com. In the case of such a request, the membership and all agreements are considered terminated upon the settlement of any disputes and payments between Worknector and the member, if any.

11. Dispute Resolution: In the case of a disagreement, conflict, or allegation arising out of or in conjunction with this Agreement, including, but not limited to, the creation, legitimacy, violation, or termination of this Agreement, all the parties shall attempt to amicably settle the matter in joint mediation within fourteen (14) business days. If an amicable settlement cannot be reached between the parties, the matter shall ultimately be resolved in the courts of Tallinn, Estonia, or in other courts at the discretion of Worknector.

12. Final Provisions: The Agreement contains the entire agreement between Worknector and you on the subject matter of this Agreement and supersedes all previous and/or contemporary formal or oral agreements and/or negotiations.

If one or more of the terms of this Agreement prove null or technically unenforceable, the validity of the remaining conditions shall not be impaired by this.

The original Agreement language is English. The English version shall prevail in the case of a conflict between the original English version and any translation thereof.

WORKNECTOR CAN AMEND THIS AGREEMENT AT ANY TIME. THIS REVISED AGREEMENT SHALL THEN REFER STRICTLY TO FUTURE COMMERCIAL TIES. ANY SUCH CHANGES SHALL BE CONSIDERED TO HAVE ENTERED INTO FORCE WITHIN SEVEN (7) DAYS AFTER THEIR PUBLICATION ONLINE ON WWW.WORKNECTOR.COM. FOR YOUR FUTURE REFERENCE, YOU ARE ADVISED TO DOWNLOAD AND/OR PRINT A COPY OF THIS AGREEMENT THAT APPLIES TO THE SERVICE, AS IT MAY BE AMENDED FROM TIME TO TIME.

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