THIS IS A BINDING CONTRACT. PLEASE READ CAREFULLY.

OVERVIEW

Transformify LTD Members are professionals with vast expertise and backgrounds interested in participating in Virtual Projects or in Contract Jobs.

Transformify LTD provides opportunities to Members to participate in Virtual Projects or to undertake Contract Jobs. Transformify LTD partners with socially responsible organizations (Partners) in order to provide opportunities to Members.

In addition, Members may participate in other, non - Virtual Project or Contract Job activities, including but not limited to:

  • Receiving rewards for referring peers to Transformify Ltd.
  • Participating in on-line social campaigns organized by Partners via the Transformify LTD platform.
  • Participating in on-line education courses sponsored by Partners

MEMBERSHIP POLICIES

By signing these Terms & Conditions, you confirm that you are not prohibited, or limited in anyway, from participating in the activities provided by Transformify LTD by any contract (e.g. consulting, employment, confidentiality or non- disclosure agreements), your current employer's policies or codes of conduct if you are employed, or any similar policies or obligations that limit your conduct in any way. Further, to the extent your ability to conduct is limited in any way, you confirm that you have obtained all necessary consents or waivers to participate as a Member. It is your responsibility to determine as to whether you are permitted to join Transformify LTD.

As a member, you acknowledge and agree to the following:

(i) You are a non- agent independent contractor of Transformify LTD;

(ii) You have no authority to act on behalf of Transformify LTD;

(iii) You are not eligible for any Transformify LTD or Partner employment benefits based on your participation in Transformify activities or through your membership

(iv) You are joining Transformify LTD in your individual capacity and not as a representative; or on behalf of any other company or organization (such as past or present employers), except as otherwise agreed in writing between Transformify LTD and such organization;

(v) Transformify LTD, in its sole discretion, may determine your eligibility for membership inTransformify LTD

If you are in any way unsure about your ability to comply with these Terms & Conditions, then you must decline to participate as a Member.

PARTICIPATION IN TRANSFORMIFY ACTIVITIES

In all times during your participation in Transformify LTD activities, you agree to act in good faith and in a professional manner, to the best of your ability, and in accordance with these Terms & Conditions and applicable law. When engaging in Virtual Projects/ Contract Jobs or Platform Activity, you agree to abide by any obligations you may have that limit what you can discuss or the scope of your participation inTransformify LTD.

YOU MUST DECLINE, OR DISCONTINUE PARTICIPATION IN, ANY VIRTUAL PROJECTS, CONTRACT JOBS, OR PLATFORM ACTIVITIES THAT REPRESENT A CONFLICT OF INTEREST OR WOULD RESULT IN A VIOLATION OF APPLICABLE LAW, THESE TERMS & CONDITIONS, OR YOUR OBLIGATIONS TO PAST AND PRESENT EMPLOYERS OR ANY OTHER THIRD PARTY.

During the course of your participation in Transformify LTD activities you shall not disclose confidential information, which includes:

  • Material nonpublic information ( MNPI), including MNPI related to any company, security, industry or legislation
  • Proprietary information, including trade secrets, copyrighted information, business information, belonging to past or present employers, or any other third party
  • Information that you have a duty or have agreed to keep confidential (e.g. by contract, fiduciary duty, etc.)
  • Information that was disclosed to you or to which you were permitted access under the assumption under the expectation that you keep it confidential; and
  • Information you believe may be confidential

Additionally, you will not disclose any information that you are otherwise prohibited from disclosing under applicable law or which might result in your breach of any regulatory, legal, ethical or professional standard or rule.

You further agree to the following:

  • If you are director or employee of a company, you will not (i) discuss or disclose any information about that company ( such as its performance, strategy, processes, operations or products), (ii) accept or engage in any Virtual Projects, Contract Jobs or Platform Activity about that company, or (iii) engage in Virtual Projects, Contract Jobs or Platform Activity for any Partner you reasonably believe to be a direct competitor of that company;
  • If you are an auditor or former auditor, you will not discuss confidential information or material nonpublic information about the organizations you or your employer are or have been auditing in the last five years;
  • If you have worked in the accounting and finance department of a company within the last year, you will not discuss accounting or financial issues related to that company or its affiliates;
  • If you are director or employee of any legal entity issuing securities in an initial public offering ( IPO), or that has made, or is the subject of, a tender offer, or an entity that has acted on behalf of such a company, in connections with such tender offer, you will decline all Project invitations until the commencement of such offering or while the tender offer process is ongoing;
  • If you are a lawyer, you will not give a legal advice in connection with a Virtual Project, Contract Job or Platform Activity, and you do not establish an attorney - client relationship with a Partner through Virtual Projects, Contract Jobs or Platform Activities;
  • You will not give investment advice, including without limitation, rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any security; and
  • You will not accept any compensation other than that provided via the Transformify LTD Platform without first obtaining the express written consent of Transformify LTD.

You represent that you have not been:

  • Accused or convicted of, or plead guilty of, or admitted committing of any crime involving dishonesty or deception, including but not limited to theft, fraud, etc.;
  • Sued for breach of confidentiality or non - disclosure agreement, fiduciary duty or any similar action;
  • Subject to an order, judgement, action, or investigation of a court, or any state or regulatory or self - regulatory organization, relating to a breach of securities law, or an accusation of crime or civil or criminal fraud, or deceptive practices;
  • Named on the Excluded Parties List System maintained by the US General Services Administration, the Specially Designated Nationals list, maintained by the US department of Treasury's Office of Foreign Assets Control, or any other similar list maintained by US, or other nation, or NGO.

IF YOU ARE CONCERNED WITH THE NATURE OF ANY PROJECT OR CONTRACT, OR THE NATURE OF SERVICES REQUESTED BY ANY PARTNER OF TRANSFORMIFY, PLEASE CONTACT IMMEDIATELY OUR COMPLIANCE DEPARTMENT AT compliance@transformify.org

MEMBER PROFILE INFORMATION

You agree to provide Transformify LTD with current and correct information about your education, work experience, current employer and job status. In addition, you agree to timely update the information you have provided. Transformify LTD reserves the right to verify the information you have provided and ask you to amend if necessary.

You agree not to participate in any Transformify Platform activities, accept Virtual Projects, Contract Jobs or participate in Platform Activities unless your Profile information is accurate and up to date.

ASSIGNMENT, ACCEPTANCE & SCOPE OF VIRTUAL PROJECTS AND CONTRACT JOBS

The participation in Transformify LTD Platform Activities, or the assignment to Virtual Projects and Contract Jobs is at your discretion. Transformify LTD makes no representation on the frequency or the type of Virtual Projects, Contract Jobs or Transformify LTD Platform Activities you will be invited to. The frequency and type of Virtual Projects, Contract Jobs or Transformify LTD Platform Activities highly depend on your qualification, skills, experience and expertise. Unless otherwise agreed in writing, you will be compensated only for the time spent on Virtual Projects, Contract Jobs r Transformify LTD Platform Activities. Additional payments could be made for time spent on preparation, travel, etc. only if agreed in writing with Transformify LTD Partner and stated in the invite you have received via the Transformify LTD Platform. You will not be compensated for the time set aside if a Virtual Project, Contract Job or Transformify LTD Platform Activity does not occur. You cannot delegate Virtual Projects, Contract Jobs or Transformify LTD Platform Activities to others, including without any limitation any members of your firm, without the written consent of the Transformify LTD Partner who has assigned the work to you.

All interactions with Transformify LTD Partners should occur via the Transformify Platform. You should not accept Virtual Project/ Contract Job/ Platform Activity extensions if the Partner of Transformify LTD contacts you directly. You are not entitled to any payment from Transformify LTD if the extention has not been arranged via the Transformify Platform.

Non - Solicitation of Partners

If you have been introduced for the first time to a Transformify LTD Partner via the Transformify Platform, you agree not to knowingly solicit projects or contracts from, or employment arrangements with such a Partner, either directly or indirectly, without the written permission of Transformify LTD.

Member Content

As Transformify LTD Member, you agree that any material, content or information ( "collectively Content") you provide to the Partners of Transformify LTD, or upload to the web site of Transformify LTD is your intellectual property or that you have obtained the necessary permissions or licenses to such Content. You agree not to provide Content that is unlawful, misleading, or of a bad quality, or otherwise violates with these Terms & Conditions.

Content created for and submitted to Partners

If you create and submit Content to a Partner as part of the work performed on a Virtual Project/Contract Job/Platform Activity you have been assigned to by the respective Partner, such Content becomes solely owned by the Partner. The Partner can use such Content for any purposes permitted by the applicable law, including reproduction, transmission, marketing purposes, broadcast, etc.

You agree and acknowledge that Partners may record any conversation that takes place via theTransformify Platform or the Partner's telephone system. All such recordings are solely owned by the Partner and become intellectual property of the Partner.

Content License

For any Content uploaded to the Transformify LTD web site, other than Project Content, Contract Content or Recordings, you grant Transformify LTD a perpetual, world-wide, royalty-free, transferable, and exclusive license to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such Content, for any commercial or non - commercial purpose, unless otherwise agreed in writing.

Content Release and Indemnification

You additionally release Transformify LTD and any and all persons acting under its permission or authority from any claim, liability or action in law, including any claims for defamation, copyright infringement, or invasion of privacy, arising in connection with your Content. Further, you agree to indemnify, defend and hold harmless Transformify LTD and its Partners from and against any third party claim that your Content or the use of your Content infringes upon any patent, trade mark, copyright, trade secret or any other intellectual property right.

Privacy Policy

You agree that Transformify LTD may collect, verify and retain the information provided by you on your Member Profile ("Member Information"), contact you via e - mail, telephone, message, etc. , to administer your Member Information, to provide you with opportunities to participate in Virtual Projects, Contracts or Platform Activity, to introduce you to Partners, to invite you to participate in joint campaigns with Partners, etc. If you terminate your membership with Transformify LTD,Transformify LTD agrees to delete all your Member Information from its records within reasonable time.

You agree that Transformify LTD may disclose your information to Partners or third parties in order to promote the business activity of Transformify LTD, acquire new Partners or Members, etc.

You agree that Transformify LTD may disclose your information with regard to legal process, upon request of the police, INTERPOL or other organizations having right to request such information, to protect Transformify LTD and Partner rights, as otherwise required by law or for prevention of crime or fraudulent conduct.

Transformify LTD will not sell Member Information to third party marketers.

Our Partners may be required by law or by their internal policies to disclose certain information about the work you have performed, such as your name and the amount you have been paid. For your participation in Virtual Projects / Contract Jobs/ Platform Activity you authorize Transformify LTD to make disclosures on behalf and at the direction of Partners and you agree to provide any additional information required for such disclosures.

You agree that Transformify LTD may conduct background checks on you or confirm your employment or criminal history, or education. Transformify LTD may also verify the accuracy of the Payment Requests and invoices you submit to Tansformify LTD and its Partners. You agree to co-operate with Transformify LTD and provide all necessary consents.

Confidentiality Policy

As a Member of Transformify LTD, you agree not to disclose any information deemed to be confidential, including but not limited to: (i) information about Virtual Projects, Contract Jobs and Transformify Platform Activity; (ii) information about the business activity, investments or plans of the Partners; (iii) any other proprietary or non - public information of Transformify LTD and its Partners (collectively "Confidential Information"). If you receive a request from Transformify LTD or its Partners, you agree to destroy all Confidential Information in your possession.

You may disclose information about a Virtual Project/ Contract Job/ Platform Activity and Partner description only to the necessary extent in order to obtain third - party consent to participate in Virtual Project/Contract Job/Platform Activity prior to accepting an invitation to Virtual Project/Contract Job/Platform Activity.

Some Virtual Projects/ Contract Jobs/ Platform Activities are collaborative and require you to collaborate with other Members. You owe the same duty of non - disclosure to such other Members you owe to the Partners and Transformify LTD. If you are introduced to other Transformify LTD members in connection of a Virtual Project/Contract Job/Platform Activity, you agree not to solicit such Members for projects or engagements out Transformify LTD prior to obtaining the written consent of Transformify LTD.

Reliance by Partners

The Partners of Transformify LTD expect that all Virtual Projects/ Contract Jobs / Platform Activity will be carried in compliance with these Terms & Conditions and applicable law, and that they will not receive any confidential information from you, and that their confidential information will not be disclosed to third parties . Partners may request that from time to time you confirm any part of these Terms & Conditions. You understand that the other Members, each Partner, and the person you may engage with in respect of any Virtual Project/ Contract Job/ Platform Activity is an intended beneficiary of these Terms & Conditions and the covenants and agreements made by you hereunder, and that the Partners as third party beneficiaries of these Terms & Conditions, have the right to directly enforce your compliance with these Terms & Conditions.

Payments

You are responsible for providing and keeping up to date your or your company payment information. If you are employed you might be subject to the internal policies of your employer in this respect. You shall request payment within 10 days after completion of Virtual Project/Contract Job/Platform Activity. You shall request payment via the Payments section on your Member Profile. You may be requested to provide additional information about the work you have done with regard to the Virtual Project/Contract Job/Platform Activity.

Payment terms for Virtual Projects/ Contract Jobs / Platform Activity, will be made with respect to the terms set forth on Transformify LTD web page.

In the event that Partner disputes payment requested by you on the grounds of the quality of your work or its timeliness, Transformify LTD may suspend such payment till the dispute is resolved.

You agree that in the event of any such payment dispute, Transformify LTD has the sole and final authority to resolve the dispute in Transformify LTD's reasonable discretion, and you agree to be bound thereby. You agree that you have no right to payment for a Virtual Project/ Contract Job/ Platform Activity to the extent Transformify LTD reasonably determines violation of these Terms & Conditions or the compliance rules of Transformify LTD, including but not limited to providing of incorrect information, poor quality or not meeting of the Virtual Project/Contract Job/Platform Activity deadlines agreed with the respective Partner who has assigned the Virtual Project/Contract Job/Platform Activity to you; providing incorrect information in your Transformify LTD Member Profile, or referring third parties in violation of law or the referral rules of Transformify LTD.

Transformify LTD may require you to provide additional information about yourself or your employee as part of the KYC (know your customer) procedures and security checks. Note that US persons will receive a US Revenue Service Form 1099 for payments as required. You agree that all fees imposed on you by banks or payment services providers to process any payment from Transformify LTD are your sole responsibility.

Your contract will be with, and you shall receive payments from, Transformify LTD, a UK entity.
You agree that you are responsible for the payment of any applicable taxes in your jurisdiction on payments you receive from Transformify LTD, in accordance with applicable law, and if applicable, you agree to provide Transformify LTD with evidence of such tax payments, upon request received from Transformify LTD.

AGREEMENT DETAILS

Limitation on liability

In no event shall Transformify LTD be liable to you or any other party resulting from or relating to your participation as Member of Transformify LTD, the performance of any services by you as a Member of Transformify LTD, or any damages regardless of the theory of the liability and even if Transformify LTD was informed of the possibility of such damages. You are solely responsible for your actions. Transformify LTD shall have no obligation to defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.

You acknowledge that, in the event you breach or threaten to breach the Terms & Conditions, the Terms of use of Transformify LTD web sites, Confidentiality of Transformify LTD and its Partners Information, the Non solicitation of Partners, Transformify LTD or its Partners will be entitled to prohibition to prevent your prospective or continuing breach.

Governing Law

These Terms & Conditions, as well as any claims arising or related thereto, whether in tort, contract or otherwise, are governed by the UK law.

Severability

The invalidity or enforceability of any provision of these Terms & Conditions shall not for those reasons alone affect the validity or enforceability of any other provision of these Terms & Conditions.

Survival of Certain Provisions

The provision of the sections (including subsections) of these Terms & Conditions entitled Non - Solicitation of Partners, Member Content, Privacy Policy, Confidentiality of Transformify LTD and Partner Information, and Agreement Details, shall survive any termination or expiration of these Terms & Conditions.

Termination

You have the right to withdraw from Transformify LTD membership at any time subject to your obligations to complete Virtual Projects/ Contract Jobs/ Platform Activity upon notice to Transformify LTD. Transformify LTD has the unlimited right to terminate or limit your membership with Transformify LTD at any time.

By signing these Terms & Conditions, you acknowledge that you are making express representations to Transformify LTD and its Partners that you will abide by all of your obligations and responsibilities as set forth in these Terms & Conditions.

End of Terms & Conditions

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