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HUNTLY AMBASSADORS' TERMS & CONDITIONS

Last revised: August 16, 2024

1. INTRODUCTION

1.1. This Huntly Ambassadors’ Terms & Conditions (“Terms”) is regulated relationship between Huntly.ai Inc., a company registered in the State of Delaware, the US (“Huntly” or “Company”), and the individual that is engaged by Huntly as a recruiter (“Ambassador”) – together “Parties”. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, the US, and any disputes arising from or relating to these Terms shall be subject to the exclusive jurisdiction of the courts of Delaware.

2. PURPOSE

2.1 The purpose of these Terms is the promotion of Huntly’s services provided through this platform (the “Platform”) among companies who, in Huntly’s and Ambassador’s reasonable opinion, may be interested in such services, in particular:

  • Companies that are interested in Huntly’s services and in using the Platform with which Huntly has already conducted or is conducting two-way communication (the “Potential Clients”).
  • Companies that may be referred by the Ambassadors to Huntly’s services and with which Huntly has not yet conducted two-way communication (the “Referred Clients”).

3. OBLIGATION OF THE PARTIES

3.1. The Ambassador undertakes to:

  • participate in online meetings with Potential Client (If they are involved by Huntly to such a meetings) by demonstrating their expertise and knowledge of the local market (in which Potential Client is located) in order to attract such client to Huntly’s services;*

*Demonstration of recruiter’s expertise and knowledge of the local market includes providing answers to any Potential Client questions that are in the scope of recruitment.

  • provide Potential and/or Referred Clients with only reliable information about Huntly and its services (this information may include a link to the Platform, links to the official Huntly pages on social networks, and any other relevant information and materials provided by Huntly, if any);
  • promote and market Huntly’s services in the course of communication with Potential and/or Referred Clients;
  • facilitate a prompt exchange of contact information between Huntly and Potential and/or Referred Clients;  
  • if necessary, request additional information about Huntly, Huntly’s services or the Platform.

3.2. Huntly undertakes to:

  • promptly provide reliable information on Huntly, Huntly’s services, and the Platform to the Ambassador upon request;
  • promptly initiate communication with Potential and/or Referred Clients upon exchange of contact information between Huntly and such Potential and/or Clients (or inform the Ambassador promptly of its decision to decline to start such communications and the reasons for such decision);
  • coordinate and conduct commercially reasonable marketing activities, in accordance with Huntly’s marketing plans and budgets, to promote the Platform and Huntly’s services to Potential and/or Referred Clients;
  • timely pay the Ambassador their bonuses in accordance with Section 4 of these Terms for:
    • the participation in online meetings with Potential Clients and/or direct assistance during and after such meetings with such clients in the engagement of them to Huntly’s services, in accordance with the terms set forth in these Terms;
    • engagement of Referred Clients to Huntly’s services with the Ambassador’s immediate assistance, in accordance with the terms set forth in these Terms.

4. AMBASSADOR’S BONUSES

4.1. Huntly offers three types of bonuses for the Ambassador under these Terms depending on the Ambassador activity:

  • Participation in online meetings with Potential Clients. Huntly shall pay the Ambassador a fixed bonus in the amount of USD 50 for the participation in one online meeting with Potential Client (If such Ambassador was invited by Huntly to the meeting).*

*The Ambassador is entitled to receive this bonus solely if, during the meeting with the Potential Client, the Ambassador has demonstrated their expertise and knowledge of the local market (in which the Potential Client is located).

  • Direct assistance in the engagement of Potential Clients. In the case if the Potential Client, during or after an online meeting initiated by Huntly involving Ambassador, decides to use Huntly’s services and is willing to be engaged to the Platform, Huntly shall pay such involved Ambassador bonus in the amount of a 5% (five percent) of the corresponding referral bonus paid by such Potential Client (as defined in the Platform’s Terms of Use).*

*The Ambassador is entitled to receive this bonus solely if their recruitment expertise and knowledge of the local Potential Client market that were demonstrated during the online meeting with the Potential Client contributed to the fact that Potential Client decided to use Huntly’s service and be engaged to the Platform.

  • Immediate assistance in the engagement of Referred Clients. Huntly shall pay the Ambassador a bonus in the amount of 25% (twenty-five percent) of the corresponding Referral Bonus paid by the Referred Client attracted with the Ambassador’s immediate assistance.*

*The Ambassador is entitled to receive this bonus solely if the attraction of Referred Client to Huntly's services and the Platform was made without any assistance of Huntly.

4.2 The Parties hereby acknowledge, agree, and understand that:

  • the amounts paid by the Potential and/or Referred Client as compensation for any expenses (including applicable taxes, bank commissions, etc.) incurred by Huntly during the provision of Huntly’s services shall not be taken into account when calculating the income from such clients hereunder;
  • the first year of cooperation with the Potential and/or Referred Client shall begin from the date of crediting the first payment of the respective client to Huntly’s bank account and shall continue for 12 (twelve) calendar months from that date. After the expiration of such a 12-month period, no bonuses shall be paid for the respective Potential and/or Referred Client;
  • all payments for Huntly’s services provided to any Potential and/or Referred Client shall be transferred directly to Huntly, and the Ambassador shall not receive any payment from the client for such services.

4.3. Unless otherwise agreed by the Parties, each type of bonus under these Terms is paid to the Ambassador in the United States dollar (USD) within 30 (thirty) calendar days from the day Huntly receives payment for its service from the Potential and/or Referred Client. If such a client makes a partial payment to Huntly, the applicable bonus for the Ambassador will be paid in proportion to the payment received from the Potential and/or Referred Client.

4.4. The method of payment for each type of bonus under these Terms to the Ambassador shall be agreed upon by the Parties in advance. The Parties agree that Huntly’s affiliates and partners may make any payments due under these Terms on behalf of Huntly; Huntly shall provide the Ambassador with reasonable prior notice of such payment, and the Ambassador shall accept such payment and consider it a payment made hereunder.

4.5. The bonus paid to the Ambassador in accordance with the terms of these Terms is fair compensation for the Ambassador’s activities hereunder and includes all expenses incurred by the Ambassador for the performance of its obligations under these Terms. No additional fees or compensation shall be paid to the Ambassador.

4.6. The Ambassador is solely responsible for any taxes or other financial obligations that may arise on their side in relation to theses Terms and any bonuses paid by Huntly. Each Party shall independently pay all taxes, levies and other compulsory payments related to these Terms in accordance with the procedures and under the terms provided by the applicable laws.

5. CONFIDENTIALITY

5.1. The Ambassador undertakes not to disclose to any third party any Confidential Information (as defined below) that it has become aware of in the course of cooperation under these Terms without the prior written consent of Huntly. The Parties agree that the provisions of this Section will also apply to the Confidential Information of Huntly received by the Ambassador prior to the conclusion hereof.

5.2. "Confidential Information" under these Terms means any internal information related to Huntly, its affiliates, officers, beneficiaries, the Platform, as well as existing and potential clients, contractors, partners, employees, etc., provided to the Ambassador in paper, electronic, oral or any other form, including, but not limited to business and commercial data, management, production, financial and personnel information, information on internal processes, organizational structure, business strategies, methods and plans, sales, data collection, internal policies, etc., as well as any other information provided under these Terms; contained in these Terms and information on the existence of these Terms.

5.3. The obligations undertaken by the Ambassador hereunder remain valid for the entire term of cooperation under these Terms and 3 (three) years thereafter (regardless of the reasons for cooperation termination).

6. MISCELLANEOUS

6.1. These Terms shall come into effect from the moment of its publishing and shall remain in force until its withdrawal by Huntly. These Terms are applied to Huntly and all Ambassadors who were willing to cooperate with Huntly and were engaged by Huntly to such cooperation.

6.2. Except as otherwise agreed to in writing, nothing in these Terms should be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationships between Huntly and the Ambassador.

6.3. If any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

6.4. Huntly reserves the right, at its sole discretion, to modify or replace these Terms without notice at any time. The Ambassadors can review the most current versions of the Terms via the link to them provided by Huntly. The modified version of these Terms becomes binding on the Parties from the moment it is published.

6.5. During the period of cooperation with Huntly under these Terms and for a period of three (3) years thereafter, the Ambassador shall not, without Huntly's prior written consent, directly or indirectly: (i) solicit or encourage any person or Huntly's potential or existing client not to use, stop using or reduce using of Huntly’s services and the Platform; (ii) start cooperation or communication/negotiations regarding such cooperation directly or indirectly (on behalf of third-party legal entity) with any person or legal entity (potential or existing Huntly’s client) during this person or legal entity cooperates with Huntly or its Affiliates or after such cooperation with Huntly or its Affiliates has been terminated.

6.6. These Terms are an integral part of the Platform’s Terms of Use. All terms used in these Terms shall not contradict the applicable terms specified in the Platform’s Terms of Use. These Terms and the Platform’s Terms of Use shall work as “one piece” complementing each other in the applicable parts. In case some provision of these Terms contradicts or conflicts similar or the same provision of the Platform’s Terms of Use, the Ambassador shall refer to Huntly to find out which provision prevails.

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