Ontoppers Client Referral Program

These General Terms and Conditions (these “Terms” or “T&Cs”) are applicable to all persons or companies who adhere to our Ontopppers Client Referral Program (the “Program”).

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🧐 PLEASE READ THESE TERMS CAREFULLY BEFORE ADHERING TO OUR PROGRAM. THESE TERMS ARE NON-NEGOTIABLE.

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You will be informed if these Terms are updated pursuant to Section 7.1 - Changes.

1. Let’s Begin! Overview of the Program 🪂

The Ontop Platform empowers businesses to contract, onboard, make payments to and/or manage its relationships with local and international workers. The Program aims to allow Ontop contractors (“Ontoppers”) to refer Ontop Services and its Platform to new potential customers, in exchange for commissions.

2. Who or What is That? 🙋 Key Definitions

🫰 “Commission” is any form of payment in the form of cash or cash-equivalents paid out to Participants or their Client companies for successful customer referrals.

🔛🔝 “Ontop”, “us”, “our” and “we” means Ontop Holdings Inc., a US corporation organized under the laws of the State of Delaware, as well as its affiliates and/or subsidiaries, collectively the “Ontop Group”.

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👉 “Participant(s)” or “you” are Ontoppers, who participate in the Program in order to refer Ontop Services and its Platform to potential customers, in exchange for commissions in the form of cash, cash equivalents or credit for future Ontop Services.

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Any capitalized terms used that are not defined in these Terms will have the meaning ascribed to them in the B2B General Terms and Conditions.

3. Participating in the Program 🎟️

3.1 Any Ontopper who seeks to receive a commission for the direct referral of leads and the successful conversion of potential customers as Clients, can participate in this Program.

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3.2 In order to refer potential Clients to Ontop, you will receive a unique URL affiliate link from Ontop which you will be able to share with prospective Ontop Clients (“Affiliate Link”). Through the Affiliate Link, potential Clients will be able to set up demo calls with Ontop sales representatives, who will pursue the lead you have provided us. In order to be eligible to receive Commissions under this Program, Participants must use the Affiliate Link so as to identify themselves as the individual that brought the lead(s) to Ontop.

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3.3 Client Discounts. We may offer potential Clients discounts for Ontop Services, which will be made at our sole discretion. If expressly stipulated in the offer via IM, social media, email or landing page to you, we may offer a precise percentage of discount, subject to the conditions of the offer and these Terms.

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3.4 Referral Verification. We reserve the right to assess the referrals that you make to us, and we have the sole discretion to accept or decline any given referral, for any reason. The existence of a referral made by you does not guarantee that we will pursue such referral as a Client. We also reserve the right to define when a demo call is considered successful and considered a Sales Qualified Lead (“SQL”).

4. Commissions for Client Referrals 🫰

4.1 In exchange for the successful referral of Clients to Ontop we may make certain payments to Participants in the form of cash or cash-equivalents (“Commission(s)”). The respective amounts in cash or cash-equivalents for the Commissions will be stated in the specific offer made to the Participant by us.

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4.2  Participants may be eligible to receive a Commission for Client referrals that result in a successful demo call (“Successful Demo”) with Ontop that is attended by the potential Client (“Demo Commission”). Demo calls that have been scheduled but not attended by the potential Client due to “no-show” or other demo calls that are not considered actual SQL are not eligible for Demo Commission and will not be considered Successful Demos.

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4.3 Demo Commissions will be paid out to Participants within thirty (30) calendar days of the event that confirms eligibility to receive the Commission, by means of credit to your Ontop Wallet balance or by means of other cash-equivalents (such as gift cards, among others), according to the following structure:

One (1) Successful Demo: thirty dollars (USD 30);

Two (2) Successful Demos: a total of up to seventy dollars (USD 70);

Three (3) Successful Demos: a total of up to one hundred and fifteen dollars (USD 115);

Four (4) Successful Demos: a total of up to two hundred dollars (USD 200);

Five (5) Successful Demos: a total of up to three hundred dollars (USD 300);

More than five (5) Succesful Demos: fifty dollars (USD 50) for each extra Succesful Demo, after the fifth one.

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4.4 Client Conversion Commission. In addition, in exchange for the successful referral of direct customers as paying Ontop Clients, we will make an additional two-stages payment per referred Client to the participants (“Client Conversion Commission”). The respective amounts in cash or cash-equivalents for the Client Conversion Commissions will be stated in the specific offer made to the Ontopper by us. In any case, the Client Conversion Commission amount will be equal to 75% of the referred Client’s Monthly Recurring Revenue (“MRR”), up to the maximum amount of one thousand dollars (USD 1,000). The referred Client MRR will be calculated once the referred Client completes three (3) months with at least one (1) active Contractor onboarded. For the avoidance of doubt, you will be entitled to the Commission once a Client has created an Ontop Account, onboarded at least one (1) Contractor, has remained at least one (1) Contractor active on the Ontop Platform for at least four (4) months, and made the first payment to said Contractor. The Ontopper will be eligible to receive this Commission only if Client registers no debts with Ontop.

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4.5 Commissions equivalent to the 25% of the mentioned MRR will be paid out to referred Clients within sixty (60) calendar days of the event that confirms eligibility to receive the Commission, by means of credit to the respective Client Account or other cash-equivalents (such as gift cards, among others), respectively, and according to the following scheme: (i) seventy per cent (75%) of the Commission will only be paid if the referred Client completes three (3) months with at least one (1) active Contractor onboarded and; (ii) twenty five per cent (25%) of the Commission will only be paid when the referred Client completes four (4) months with at least one (1) active Contractor onboarded. Client will be eligible to receive this Commission only if Client registers no debts with Ontop.

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4.6  In order to be eligible for Client Conversion Commissions, Client referrals must be new Clients and cannot be former Clients or potential Clients that have participated in Ontop demos in the past.

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4.7 We reserve the right to modify the terms and conditions of this Program at any time and for any reason.

5. Other Terms Applicable to the Program 📄

5.1 💻 B2B General Terms and Conditions. The B2B General Terms and Conditions govern Ontop Services to its Clients in general (“B2B T&Cs”). Any definitions that are not defined by these Terms will have the meanings ascribed to them in the B2B T&Cs.

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5.2 🔐 Privacy Policy. The Ontop Privacy Policy provides information on how Ontop collects, processes, uses, retains and discloses personal data and/or other information that it receives from Participants that sign up for this Program. Participants acknowledge and understand that Ontop may collect, process, use, retain and disclose User personal data and/or other information pursuant to Ontop’s Privacy Policy, as updated from time to time.

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5.3 🧺 AML Policy. Your access to the Program is also subject to our Anti-Money Laundering Policy.

6. Term and Termination ⏳✂️

Subject to this Section, these Terms will remain in full force and effect while you are affiliated with the Program. Even after your rights under these Terms are terminated, any of the provisions under these Terms which by their nature are meant to survive expiration or early termination of these Terms for any reason will remain in effect.

7. General 🪖

7.1 🔀 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an email to the last email address you provided to us (if any), and/or by prominently posting notice of the changes on our website. You are responsible for providing us with your most current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective immediately. Continued participation in the Program following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

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7.2 ⚖️ Governing Law. These Terms will be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Each party irrevocably agrees that the state and federal courts in Miami-Dade County, Florida will have jurisdiction to settle any such dispute or claim.

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7.3 Electronic Communications. The communications between you and Ontop use electronic means, whether you use our Website or send us emails. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy as if it were a hardcopy. The foregoing does not affect your non-waivable rights.

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7.4 Entire Terms. These Terms constitute the entire agreement between you and us regarding the Program. Our failure to exercise or enforce any right or provision of these Terms will not be constituted as a waiver of such right or provision. The section titles used in these Terms are for convenience only and have no legal or binding effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Ontop is that of an independent contractor, and neither party is an agent or partner of the other. These Terms and your rights and obligations under these Terms may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontracting, delegation or transfer in violation of the foregoing will be null and void. We may freely assign these Terms. The terms and conditions set forth in these Terms will be binding upon assignees.

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7.5 📥 Contact Information:

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Mailing Address: 251 Little Falls Drive, Wilmington, New Castle County,  Delaware, 19808

Support: acquisition@getontop.com

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