Sourced Talent Matching and People Operations Agreement

Updated: September 20 2024

This is a Sourced Talent Matching and People Operations Agreement (“Agreement”) by and between you, the entity agreeing to the terms of and executing this Agreement (“you” or “Client”) and No FUD Inc., a Florida limited liability company, (NoFUD)

In consideration of the mutual covenants, terms, and conditions set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the above-named parties agree as follows:

1.0 Service.

NoFUD is a company that provides comprehensive people operations as a service. This service includes, but is not limited to:

a) Matching its clients with streamlined, AI-powered technical evaluations
b) Optimizing screening processes
c) Hands-on coaching for remote team management
d) Culture building services
e) International compliance expertise
f) Comprehensive international talent management and acquisition
g) Cross-cultural competency training
h) Emerging technologies preparation and training
i) Employee of Record (EOR) services and compliance
j) Recruitment and talent placement services
k) Curation and operation of a proprietary network of select independent contractors (individually and collectively, "Talent")

(collectively, the "Service")

For talent outside the NoFUD network, NoFUD will source such Talent for its clients with a dedicated recruitment services fee, unless otherwise stipulated. This Talent, and all talent hereafter that is based outside of the United States of America, and Talent that is fractional in any capacity in any geographic region, will be presented to clients on a time and materials, staff augmentation basis.

You agree that NoFUD will find and match Talent in NoFUD's talent network using commercially reasonable efforts and make such Talent available to you, facilitate payments between you and Talent, and facilitate (if you request) with onboarding or related administrative tasks in connection with a Talent engagement. If Client further sources any Talent sourced under this Agreement to any of Client's end clients (each an "End Client") or has such Talent work for or with such End Client, then the additional terms in Exhibit A will apply and be incorporated into this Agreement.

1.1. Dedicated Sourcing. Company will source and introduce potential talent to Client for consideration in accordance with Client's requirements. Company will source and screen candidates to curate an interview roster of ready-to-hire individuals, custom matched to the Client's needs.

1.1.1. Service Fee: The fee for the dedicated sourcing service is $999 per month, per role. This fee is non-refundable and is due upon commencement of the service. 

1.1.2. Custom Candidate Roster:  No FUD will make its best effort to present the Client with the custom sourced interview roster of up to ten (10) ready-to-hire candidates, within one (1) month of the service commencement date. The exact number of candidates will depend on the regional availability of suitable candidates matching the Client's requirements and specified needs.

1.1.3. Exclusive Holding Period: The Custom Candidate Roster will be held exclusively for the Client for a period of thirty (30) days following delivery to the Client. During the Exclusive Holding Period, individuals on the Custom Candidate Roster will not be presented to other clients. After the 30-day holding period, if the Client has not initiated the interview and hiring process with any of the individual candidates, said candidate will be added to the Company's main roster and may be presented to other clients.

1.1.4 Screening Process: Company will conduct initial screenings of candidates to ensure they meet the Client's requirements and are part of the top 5% of talent. The final selection of candidates to interview will be at the Client's discretion.

1.1.5. Hiring Decision: While Company will make every effort to provide high-quality, suitable candidates, the final hiring decision rests with the Client. Company does not guarantee that the Client will hire any of the candidates presented.

1.1.6 Confidentiality: Company will maintain the confidentiality of any information provided by the Client during the dedicated sourcing process, in accordance with the confidentiality provisions of this Agreement.

1.1.7. Intellectual Property: All candidate information and materials provided to the Client as part of the dedicated sourcing service shall remain the property of Company until such time as the Client hires a candidate, at which point the intellectual property provisions of this Agreement shall apply.

1.2. NoFUD will provide its Service to you in accordance with a People Operations Plan ("POP"). All executed POPs will be incorporated into this Agreement. Each POP will provide a brief description of the work to be provided to you by Talent ("Work"), as well as the POP start date, the fees for the Work, and other relevant material information. For ongoing services such as team management coaching and culture building, the POP will outline the scope, duration, and deliverables of these services.

1.3. Replacement Talent. You will have the benefit of a trial period (“Trial Period”) for the initial engagement of an individual Talent provided under this Agreement. The length of the Trial Period will be three (3) business days unless otherwise agreed in a POP. You will be the sole judge of the performance, suitability, and capability of any Talent sourced to you under this Agreement and may request the replacement of any Talent for any lawful reason if such Talent does not, in your discretion, meet your requirements. If you are not satisfied with a Talent’s Work, and communicate the same in writing to NoFUD during this period then NoFUD will not invoice you for such Talent’s Work during the period and will, as your sole remedy, provide you with another Talent. You will describe in writing to NoFUD the reasons for your dissatisfaction with such Talent to enable NoFUD to promptly source an acceptable replacement. If you do not provide NoFUD with such timely written notice, the Talent will be deemed acceptable and NoFUD will invoice you for such Talent’s Work. If at any time you request that a Talent be replaced, or if a Talent becomes unavailable, then NoFUD will, as its sole obligation and your exclusive remedy, use commercially reasonable efforts to replace such Talent from among available Talent in NoFUD’s talent network who are acceptable to you. 

1.4. Client Cooperation. You understand that the performance of all Work by Talent depends in significant part on your actions. Talent will report directly to your designee (“Client Contact”). Such Client Contact will provide such Talent with necessary information, assistance, specifications, and requirements for such Talent’s Work and will establish your expectations pursuant to reasonable and lawful instructions. The Client Contact will be responsible for setting, reviewing, and monitoring the project schedule, work schedules, code and/or other tangible results created by Talent and provided to you under this Agreement (“Work Output”), and all other aspects of Talent’s Work under a POP and coordinating the same directly with the Talent. Talent will otherwise be responsible for the method, manner, and means of performing the Work. You acknowledge and agree that NoFUD will not oversee Talent or the performance of Talent’s Work and will not control or direct Talent. Accordingly, you agree that NoFUD will not be in a position to – and expressly does not – warrant or guarantee the quantity, quality, or timeliness of the Work or that any Talent will meet any deadline established or desired by you.

1.5. Paid Time Off. You will not be liable to pay for any vacation time or other personal days off that you agree Talent can take, provided that you notify NoFUD in writing to enable proper invoicing for actual Talent time worked/not worked, otherwise, Talent will be subject to local holidays, and receive the minimum time off allotted by their local jurisdiction for all full time (40 hours a week) resources on contracts of six months or more. 

1.6. For all services falling outside of POPs, including but not limited to culture building, compliance services, and training, NoFUD will charge a separate monthly fee associated with consulting work (Retainer Fee). These services will be defined in a separate Scope of Work ("SOW").

2. Fees; Billing.

2.1.Invoices; Payment Terms. NoFUD will invoice you bi-weekly for POPs provided during the immediately preceding two-week period. You also agree to pay NoFUD all pre-approved (by you), actual and reasonable travel, lodging, and other out-of- pocket expenses incurred in connection with the Service or the Work. Invoiced sums will be due to NoFUD Net 10 from the date of NoFUD’s invoice. NoFUD will apply payments received according to remittance instructions (if any) provided to NoFUD by Client. If NoFUD does not receive remittance instructions, NoFUD will make reasonable efforts to obtain remittance instructions and if none are received NoFUD will first apply payments to Client’s oldest outstanding invoice(s).

2.2. Methods of Payment; Late Payments. All payments will be made in U.S. Dollars and paid electronically via credit card, bank wire, ACH transfer, Ethereum, Bitcoin, or USDC. If you select ACH or credit card as your payment method, NoFUD will be entitled to draw or charge amounts due on the payment due date. Amounts past due more than thirty (30) days will incur interest at a rate of 2% per month from the date they became due and payable. In the event of any action by NoFUD to collect any unpaid, undisputed (in good faith) past due amounts, you will reimburse NoFUD’s costs of collection, including attorneys’ fees and arbitration or court costs.

2.3. People Ops Retainer contracts are 6 month minimum, billed on the first of the month, unless otherwise stipulated in the SOW. The fee structure for additional services such as culture building, compliance services, and training will be outlined in the respective SOW.

3. Non-Solicitation and Non-Circumvention.

For a period of twenty-four (24) months following the introduction of any talent by Company to Client, Client agrees not to directly or indirectly solicit, hire, or engage the services of the introduced talent without Company's express written consent or payment of an agreed-upon fee. If, during the term of this Agreement, or within twenty-four (24) months after expiration or termination of this Agreement, Client hires (whether as a contractor, part-time employee, temporary employee, full-time employee, officer, agent, or otherwise) a Candidate made known to Client in the course of a Search Assignment, Client agrees to pay to Company, in addition to any contracted and outstanding Retainer Fees, a "Success Fee" equal to fifty-thousand dollars ($50,000) of the base salary of each Candidate hired by Client. This fee will be waived, in the event the client has an active People Ops retainer with NoFUD which expires in no less than three months. In the event the retainer expires in less than three months, the total amount paid for Retainer Fees during the recruitment period will be deducted from the Success Fee upon payment. Please note that any Retainer Fees paid are non-refundable regardless of whether a hire is made.

4. Termination.

4.1. Material Breach. If there is a material breach of this Agreement or a particular POP by a party, the other party may terminate this Agreement in its entirety or the affected POP(s) by giving the breaching party written notice and a ten (10) business day cure period.

4.2. For Convenience. Each party also may terminate this Agreement or a POP at any time, with or without cause, upon ten (10) business days’ prior written notice to the other party.

4.3. Survival. Sections 2, 3, 4, 5, 6.2, 6.3, 7, 8 and 9 will survive termination of this Agreement.

4.4. Payment of Amounts Due or Accrued. Upon termination of this Agreement or a POP, you will pay NoFUD all amounts due or accrued under the Agreement or such POP, as the case may be, as of the effective date of such termination.

6. Warranties & Disclaimer.

6.1. General: NoFUD represents and warrants that each Talent has been qualified under NoFUD's proprietary talent screening system. NoFUD and Client hereby represent and warrant that they each have full power, right, and authority to enter into this Agreement and to carry out its obligations. For additional services such as culture building, compliance services, and training, NoFUD warrants that these services will be performed in a professional manner consistent with industry standards.

6.2. Not a Technology Development Contract. You acknowledge that this is not a technology development contract. You are solely responsible for the development of your technology and products, including Talent’s Work and Work Output that may be incorporated therein. You agree that you will provide Talent with all applicable processes, policies, and resources necessary for Talent’s Work. You are solely responsible for acquiring all rights and licenses to any software, code, tools, information, documentation, or other materials and intellectual property that you acquire from third parties (excluding Talent) necessary for the Talent to complete the Work. Except as stated in Sections 6 and 7, you assume all risks with respect to your technology and products, including all Work, Work Output and materials incorporated therein.

6.3. Except as provided in Section 6.1, NoFUD makes no representation or warranty of any kind, express or implied, with respect to its Service, or Talent’s Work and Work Output, arising from or relating to this Agreement. NoFUD disclaims any other representations and warranties, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any representations or warranties arising from course of dealing, course of performance, or usage of trade.

6.4. Sanctions Status and OFAC Compliance. The parties each represent and warrant that they are not, and to the knowledge of such party, none of such party’s respective directors, officers, managers, members, or employees, or those of any of such party’s subsidiaries, as the case may be, is a person who (a) is directly or indirectly owned or controlled by any person currently included on the List of Specially Designated Nationals (SDN) and Blocked Persons or the Foreign Sanctions Evaders List maintained by the United States Treasury Department’s Office of Foreign Asset Control (OFAC), or (b) is directly or indirectly owned or controlled by any person who is located, organized, or resident in a country or territory that is, or whose government currently is, the target of countrywide or territorial sanctions imposed by any United States government sanctions authority.

6.5. Anti-Bribery. The parties each represent and warrant that neither party, nor any of their respective directors, officers, managers, members, or employees, or to such party’s knowledge, agents or any persons acting on such party’s behalf, has directly or indirectly made any bribes or other payments in the form of cash, gifts, or otherwise, or taken any other action in violation of the U.S. Foreign Corrupt Practices Act or other applicable anti-bribery or anti-corruption laws.

7. IP Ownership & Licenses.

7.1. Assignment of Inventions; Client Ownership Rights. Except for the licensed rights described in Section 7.2, NoFUD assigns to you all right, title, and interest owned by and vested in NoFUD or the Talent or Service in and to all Work Output provided to you together with all intellectual property rights NoFUD or the Talent has (including, to the extent applicable, patents, copyrights, trade secrets, and moral rights). This assignment includes any deliverables resulting from culture building services, training programs, or other consulting work performed under this Agreement. NoFUD will reasonably assist you, at your request and expense, to further evidence, record, perfect, and maintain, any rights assigned hereunder.

7.2. Grant of License Rights to Client. In addition to the provisions of Section 7.1, if intellectual property of NoFUD or Talent is reasonably necessary to use Work Output, NoFUD grants to you a non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, worldwide right and license to fully exercise and exploit NoFUD’s or Talent’s intellectual property and to make derivative works of the same solely for the use of the Work Output obtained from the Talent.

7.3. Notwithstanding the foregoing, NoFUD retains all right, title, and interest in and to its proprietary methodologies, processes, and know-how used to provide the Services, including but not limited to its AI-powered evaluation systems, screening processes, and training methodologies.

8. Confidentiality.

8.1. Protection of Proprietary Information. All business, technical or financial information disclosed by a party to the other party under this Agreement will be the “Proprietary Information” of the disclosing party. All Work Output provided by Talent to you under this Agreement is your Proprietary Information. The Proprietary Information of NoFUD includes the names, contact information, NoFUD’s screening and selection criteria for, rates and particular skills of each Talent in NoFUD’s network. Each party will hold in confidence and not disclose or, except in performing its obligations under this Agreement, use any Proprietary Information of the disclosing party. Nothing, however, prohibits NoFUD from reusing the know-how accumulated while providing the Service, or that Talent may retain providing the Work in their unaided memories, for NoFUD’s business including to provide services to NoFUD’s other clients. Memory is considered unaided with respect if a person (1) has not memorized any Proprietary Information to intentionally evade the confidentiality obligations contemplated by this Section; and (2) does not incorporate any Proprietary Information of Client for the purpose of such reuse.

8.2. Customary Exclusions. Proprietary Information does not include any information the receiving party can document: (a) is or becomes generally available to the public without restriction through no fault of the receiving party; (b) was in the receiving party’s possession or known by it without restriction prior to receipt from the disclosing party; (c) was rightfully disclosed to the receiving party by a third party without restriction; or (d) was independently developed by the receiving party without use or reference to any Proprietary Information. The receiving party may make disclosures required by law or court order if the receiving party provides (to the extent permitted by applicable law) the disclosing party with prompt, advance written notice of disclosure and an opportunity to limit or prevent disclosure.

8.3. Return of Proprietary Information. As requested by the disclosing party, the receiving party will (and NoFUD will use commercially reasonable efforts to cause Talent to) promptly return to the disclosing party (or, at disclosing party’s election, destroy) all Proprietary Information of the other party (including furnishing Work Output to Client, provided Client has paid NoFUD all undisputed, in good faith, fees due). Despite the foregoing, the receiving party is not required to destroy any Proprietary Information stored in a party’s backup/disaster recovery systems or required to be retained to comply with applicable law or regulatory requirements. All such retained information will be subject to the terms of this Section 8 for as long as such information is held by the receiving party.

9. General.

9.1. Publicity. After the first successful Trial Period, NoFUD may refer to Client on NoFUD’s website or other marketing material which displays customers of NoFUD, or may use Client as a reference; provided, however, that Client may decline or revoke this permission, by emailing optout@NoFUD.com. NoFUD will cease such publicity on its website within ten (10) business days of its receipt of such opt-out notice. The parties may issue a public statement relating to this Agreement at any time following the first successful Trial Period upon each party’s reasonable prior review and written consent.

9.2. Relationship of Parties; Taxes. NoFUD is an independent contractor of Client and the parties are not authorized to and will not attempt to bind the other party. You acknowledge that the Talent to be sourced to you under this Agreement are independent contractors and not employees of NoFUD. You further acknowledge that any and all Services offered to you by NoFUD are of an independent contract nature. This includes, but is not limited to, culture building services, compliance services, and training programs. NoFUD is only responsible to remit the fees and compensation payable to the Talent and payment of NoFUD's income taxes in connection with this Agreement. You are responsible for all other taxes and assessments, if any, in respect of this Agreement or any Work or Work Output, including, without limitation, any sales, value-added, use or similar taxes, duties, or levies. Client will pay the full invoice amount and will not withhold therefrom any amount based on any tax, duty, levy, or assessments.

9.3. Choice of Law; Dispute Resolution; Venue. This Agreement is made under, and will be governed, construed, and enforced in accordance with, the laws of the State of New York, USA, without giving effect to principles of choice or conflicts of law that would result in the application of the laws of any other jurisdiction. To the maximum extent permitted by law, any dispute, claim, or controversy arising out of or relating to this Agreement, including the negotiation, breach, termination, enforcement, interpretation, or validity thereof, or the scope or applicability of this agreement to arbitrate, will be submitted to Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for binding arbitration in New York, New York, USA by a single arbitrator. The arbitrator will be selected by JAMS in an impartial manner determined by it. The language of the arbitration will be English. Any arbitration conducted pursuant to the terms of this Agreement will be governed by the Federal Arbitration Act (FAA) (9 U.S.C. §1 et seq.) and will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules (or in accordance with the JAMS International Arbitration Rules if Client, as reflected in the information about Client included above in this Agreement, is an entity organized under the laws of a jurisdiction outside the USA and has a principal place of business outside the USA, or is an individual with a permanent residence outside of the USA). The arbitrator will have complete authority to render any and all relief, legal and equitable, appropriate under the FAA or New York law. This arbitration provision will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Without limiting the foregoing and in furtherance thereof, judgment on an arbitration award may be entered in any court of competent jurisdiction. If any matter arising under or related to this Agreement, including its negotiation, breach, termination, enforcement, interpretation, or validity, or the scope or applicability of this agreement to arbitrate, is not arbitrable as a matter of applicable law (or if a party attempts to assert a claim in court against the other party over any matter arising under or relating to this Agreement), then the federal or state courts sitting in New York, New York USA will have exclusive jurisdiction. The parties hereby submit to the exclusive jurisdiction of such federal or state court and irrevocably waive any claim of inconvenient forum. The parties hereby irrevocably waive any right to trial by jury.

9.4. No Consequential Damages; Limitations of Liability.

9.4.1. No Consequential Damages. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, SUCH PARTY’S PERFORMANCE HEREUNDER, THE USE OR INABILITY TO USE ANY SERVICE, WORK, OR WORK OUTPUT, OR ANY INTERRUPTION OR DISRUPTION OF OR BY ANY OF THE FOREGOING, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE).

9.4.2. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION IN OR MADE A PART OF THIS AGREEMENT, AND EXCEPT ONLY WITH RESPECT TO LIABILITIES THAT MAY NOT BE LIMITED OR EXCLUDED AS A MATTER OF APPLICABLE STATUTORY OR CASE LAW, THE AGGREGATE LIABILITY OF EACH PARTY WITH REGARD TO OR ARISING UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THE FEES PAID BY YOU TO NoFUD UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM FIRST ARISES; PROVIDED THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9.4.2. WILL NOT BE CONSTRUED OR INTERPRETED TO LIMIT YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.

9.5. Limitations on Assignment. Neither party will have the right to assign this Agreement to another party without the other party’s written consent, except that either party may, upon written notice to the other party (and without the other party’s consent), assign this Agreement in its entirety to a parent company, any subsidiary of a parent company, or an affiliate in a common control group in connection with a corporate reorganization, entity conversion, acquisition, merger, or sale of or substantially all of its assets; provided that such assignee agrees in writing to be bound by the terms and conditions of this Agreement.

9.6. No Third-Party Beneficiaries. This Agreement is solely intended for the benefit of the parties hereto and their respective successors and permitted assignees and is not intended to benefit, and may not be enforced by, any other entity or person, including, without limitation, any Talent or End Client, as the case may be

9.7. Complete Agreement; Amendments; Additional Agreement. This Agreement, inclusive of all POPs, SOWs, constitutes the entire understanding between the parties regarding the subject matter of this Agreement and supersedes and completely replaces any prior written or oral agreement or any discussions or written communications with you, any of your agents or representatives and NoFUD and any of its agents and representatives. This Agreement will take precedence over any POP unless and solely to the extent that the parties state in such POP that they intend to override a specific term of this Agreement. No waiver, change to, or amendment of this Agreement or a POP will be effective unless it is in writing and signed by the parties.

9.8. Notices. Any notices to NoFUD in connection with this Agreement will be made by email transmitted to legal@NoFUDinc.com, with a copy via nationally recognized carrier to: “Attn: Contract Administration” at NoFUD’s address listed at the end of this document. Notices to you will be made by email or nationally recognized carrier to the email or address which you provide to NoFUD and/or is otherwise associated with your account, and will be deemed to have been given when sent by NoFUD to the email provided to NoFUD or delivered by such nationally recognized carrier at the mailing address provided by you and/or associated with your account.

9.9. Drafting. Neither party will be deemed the drafter of this Agreement for the purposes of interpreting any ambiguity in this Agreement. The section and subsection headings used in this Agreement are for convenience only and will not be used in interpreting this Agreement.

9.10. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted under applicable law or decisional case law, that specific provision will be eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.

9.11. Authority to Bind. NoFUD provides the Service to you subject to this Agreement. You acknowledge that this Agreement is a contract between you and NoFUD, even if it is electronic and is not physically signed by you and NoFUD, and that the terms and conditions of this Agreement govern your receipt of the Service and NoFUD's provision thereof.

You represent that you have the authority to contractually bind the company, business, or other legal entity ("Client Entity") on whose behalf you are accepting this Agreement, in which case, for clarification, the terms "you" or "your" or "Client" refer to such Client Entity.

IF YOU DO NOT HAVE SUCH AUTHORITY TO CONTRACTUALLY BIND SUCH CLIENT ENTITY TO THIS AGREEMENT, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT MAKE ANY PAYMENT FOR THE SERVICE AND YOU MAY NOT RECEIVE THE SERVICE.

By making any payment for the Service, you affirm that you have such authority and that you agree with the terms and conditions of this Agreement, as outlined in Section 10 of this Agreement.

10. Payment, Login, and Acceptance

10.1. Payment Constitutes Acceptance. By making any payment to NoFUD for any Service described in this Agreement, including but not limited to recruitment services, talent placement, culture building services, compliance services, training, or any other service outlined in Section 1.1 or in any POP or SOW, Client explicitly acknowledges and agrees that:

a) Client has read, understood, and agrees to be bound by all terms and conditions set forth in this Agreement; b) Client accepts this Agreement in its entirety; c) Client has the authority to enter into this Agreement; d) This Agreement becomes effective and legally binding upon Client as of the date of such payment.

10.2. Login Constitutes Acceptance. By logging into any NoFUD service, platform, or system associated with the Services described in this Agreement, Client explicitly acknowledges and agrees that:

a) Client has read, understood, and agrees to be bound by all terms and conditions set forth in this Agreement; b) Client accepts this Agreement in its entirety; c) Client has the authority to enter into this Agreement; d) This Agreement becomes effective and legally binding upon Client as of the date of such login.

10.2. Ongoing Acceptance. Each subsequent payment made by Client for any Service or each login to any NoFUD service, platform, or system shall constitute a reaffirmation of Client's acceptance of this Agreement, including any amendments or updates that may have been made since the previous payment or login, provided that NoFUD has given notice of such amendments or updates in accordance with Section 9.8 of this Agreement.

10.3. No Refund for Acceptance by Payment. Client acknowledges and agrees that once a payment is made and this Agreement is accepted as per Section 10.1, such payment is non-refundable on the grounds of disagreement with the terms of this Agreement.

10.5. Responsibility to Review Agreement.  Client acknowledges that it is their responsibility to review this Agreement periodically for any changes or updates. Continued use of the Service, whether through payment or login, after any modifications to this Agreement constitutes Client's acceptance of such changes.

10.6. Precedence of Explicit Agreement.  Notwithstanding the provisions in this Section 10, if Client has explicitly agreed to this Agreement through other means (such as digital signature or clicking an "I agree" button), such explicit agreement shall take precedence over the implied acceptance through payment or login described in this Section.

Exhibit A

End Client Terms

In accordance with Section 1.1 of the Agreement, these additional terms and conditions (“End Client Terms”) will only apply if Client further sources any Talent sourced under this Agreement to any End Client or has such Talent work for or with such End Client.

1. General Application. Client acknowledges and agrees that these End Client Terms supplement the terms and conditions in the main body of the Agreement and do not replace, limit, or diminish any of Client’s obligations therein.

2. Cooling Off Period and Buyout. Client will be responsible for any violation by End Client of the terms in Section 3 (Limited Cooling Off Period for Introduced Talent) and Section 4 (Client Option to Buyout NoFUD and Hire Talent Outside of NoFUD) of the Agreement, including, without limitation, for payment of any Buyout Fee(s) resulting from End Client directly or indirectly engaging or employing Client-Hired Talent.

3. Representations. Client represents, warrants and agrees that (i) End Client will not further source Talent, whether to another entity, individual, organization or otherwise, and End Client will only engage Talent to provide services for End Client’s internal business purposes, and (ii) Client has obtained substantially similar representations as are set forth in Sections 6.4 and 6.5 of the Agreement from each End Client to whom any Talent is sourced through Client.

4. Confidentiality. Client may disclose to End Client only that portion of the Proprietary Information of NoFUD required to be disclosed solely for purposes of Client receiving the Services and/or End Client receiving the Work, provided that End Client is bound by a written agreement with confidentiality and use restrictions at least as stringent as those set forth in the Agreement and applicable to End Client’s receipt and use of such Proprietary Information.

5. Indemnification. CLIENT WILL INDEMNIFY, DEFEND AND HOLD HARMLESS NoFUD AND ITS MEMBERS, MANAGERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND AGAINST ANY END CLIENT CLAIMS AND DAMAGES ARISING, DIRECTLY OR INDIRECTLY, FROM THIS AGREEMENT, THE SERVICE, THE WORK AND/OR TALENT. THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 9.4.2. OF THE AGREEMENT WILL NOT BE CONSTRUED OR INTERPRETED TO LIMIT CLIENT’S FOREGOING INDEMNIFICATION OBLIGATION.