REFERRAL PROGRAM — TERMS AND CONDITIONS

Version 1, Updated 16 March 2022

This policy outlined Terms and Conditions of Works’ Referral Program ('Referral Program'). Please read these Referral Program Terms and Conditions (the 'Terms'), Terms of Services , Privacy Policy as they constitute binding obligations between you ('you', 'your' or 'Participant') and WORKS PTE. LTD. ('Company', 'we', 'us' or 'our').

You agree to be bound by these Terms by participating in the Program, completing the registration procedure, or accessing or using the Referral Program website ('Site'). You may not participate in the Referral Program if you do not agree to be governed by these Terms.

YOU AGREE THAT PARTICIPATION IN THE REFERRAL PROGRAM IS FREE AND THAT PARTICIPATION DOES NOT ENTAIL ANY RIGHT TO COMPENSATION OR REIMBURSEMENT FOR ANY EXPENSES INCURRED.

1. Qualification

You may only join in the Referral Program if you are 21 years old or older, capable of entering into a binding contract with the Company, and are not prohibited from doing so by relevant law. The Referral Program is not open to employees of the Company, its affiliates, subsidiaries, advertising, promotion, fulfilment, or other coordinating agencies, individuals providing services to us through an outsourcer or temporary employment agency, and their immediate family members and persons living in the same household.

2. Enrolment

2.1 ACCOUNT

Registration to join the Referral Program is available via Signup form. You will be required to provide personal information such as your name, email address, contact number, and your location. You must keep the username and password of your account for the Referral Program (the 'Account') secure. You are responsible for all activities under your Account.

2.2 REFERRAL LINK

You will receive a reference link or reference quote after completing the signup process. Participants should only utilize our Referral Program for personal, non-commercial purposes, and should only share the referral link with personal friends who will appreciate receiving these invitations. There should be no referral links published or distributed on any public medium or website.

2.3 LAW ADHERENCE

Upon registering with the Company, you agree to follow any applicable national, international, local laws, ordinances and regulations in connection with your involvement in the Referral Program. Nothing here constitutes any form of employment, joint venture, or partnership relationship between you and WORKS PTE. LTD.

3. Modification

At any time for any reason, the Company may change or even terminate the Referral Program or your ability to join the Referral Program. Also, we may make changes to these Terms without prior notice. We will indicate the modification on our website, applications, or Service, and modify the 'Last Updated' date above and the amended terms will be effective upon posting. Continued participation in the Referral Program after any modification shall constitute agreement to such modification.

4. Referrals

4.1 REFERRED CLIENTS

You must submit all 'Referred Clients' to the Company by quoting your email address or by giving the Referred Clients your unique referral link located at your profile. Referred Client submissions must use your link for the system to track the referral and give you credit accordingly.

4.2 QUALIFIED REFERRAL

A Referred Client will be considered as a 'Qualified Referral' if directly as a result of your efforts, (1) you submit Referred Clients to Site with your identical referral link and in compliance to these Terms; and (2) the Referred Client is qualified by Works’ employee as a real client with real needs that the Works talent network can meet. Participants are entitled to receive Referral Rewards once the Qualified Referral posts a job on the Works platform.

4.3 GROSS SERVICE VALUE (GSV)

GSV is defined as the gross amount of dollars spent on Works by Client. Particularly, Client engages with Talent on Works platform, receives service and pays the Talent via Works platform, including the platform fee charged by Works. GSV is only qualified upon clearing of the funds from client organization to both Talent and Works.

4.4 WARRANTIES AND REPRESENTATIONS

You guarantee and signify that you: (1) will not act as an agent for the Company or otherwise represent or bind the Company in any way; (2) will not make any false or misleading statements about the Company's services; (3) shall not make any representations, warranties, guarantees, or negotiate any specific terms with Referred Clients, including without limitation about the specifications, features, or capabilities of the Company's services; and (4) shall not criticize the Company, its products, or services in any way.

5. Rewards

5.1 WORKS CREDITS

As a reward for each Qualified Referral, Participants can collect WORKS Credits (the 'WORKS token' from testnet). For each Qualified Referral, you will receive Credits in accordance with the referral program details you are involved in. The total amount of Rewards will be identified at the Participant's Account. Rewards have no fiscal value and are not interchangeable. We may not be able to restore your Rewards if you lose your Account details. Notwithstand the aforementioned, Participant acknowledges and agrees that the Company Rewards delivery obligation will be expressly reliant on Participant’s qualification to participate in the Referral Program and provision of Qualified Referrals.

5.2 WORKS TOKENS

At the commercial launch of the Works blockchain protocol, you may be eligible to convert credits into 'WORKS Tokens.' You must be eligible to receive such Tokens under applicable law including without limitations the Securities and Futures Act 2001 (the 'SFA'), as amended, and in compliance with these Terms. You must also carry out any additional terms or forms required by the Company including without limitation, the 'Future Token Interest Agreement' to be provided to you by the Company. If you are not qualified to receive such Tokens, the Company may or may not pay you a sum equal to a reasonable amount decided in the Company’s sole discretion in cash, in compliance with applicable law. You may be required to provide additional personal information as part of this procedure. The Token’s value in any currency is not guaranteed by the Company.

You must create a compatible blockchain wallet (the 'Wallet') in order to access the WORKS Tokens. We are not liable for any obligations that may arise as a result of the utilisation of such Wallets. You’re responsible for managing the private keys for your Wallet. The Company does not and will not manage, store, collect or otherwise have access to your Wallet’s private keys. Whether or not you are aware of it, you are fully responsible for all acts that occur using your Wallet.

5.3 OWN EXPENSE

Otherwise, participants will conduct the Services at their own expense and using their own resources and equipment. The Rewards and the Token equivalents of such Rewards represent Participant's entire compensation for the Referral Program, and the Company will have no other obligation to Participant for any other compensation, expenses, or costs incurred in connection with the performance of his or her obligations under the Referral Program.

6. Intellectual Property and Ownership

6.1 COMPANY INTELLECTUAL PROPERTY

Where the Company has provided materials (the 'Company-Owned Materials') to the Participant, the Company retains all rights, titles, and interests in and to the Company-Owned Materials, as well as all trademarks, trade names, service marks, logos, artwork, designs, copy, and other intellectual property owned by the Company. As part of the Referral Program, the Company hereby grants Participant a limited license to use the Company Owned Materials exclusively in connection with Participant's performance of the Referral Program.

6.2 OWNERSHIP

The Company's services, Company Owned Materials, and any other content or materials developed by or on behalf of the Company, including, without limitation, all works incorporating any or all of the Participant Appearance, any derivative works thereof, and all Intellectual Property Rights therein (excluding the Participant Appearance), are and will remain the Company's sole and exclusive property. At the Company’s request and expense, Participant will reasonably assist and cooperate with the Company and take such further lawful acts and execute any additional documents reasonably requested by the Company to enable the Company to perfect its ownership rights in and to such materials and to otherwise effectuate the provisions of this Section. For the purposes of this Agreement, 'Intellectual Property Rights' means patent rights (including patent applications and disclosures), copyright rights, trademarks, Moral Rights, trade secret rights, know-how, rights of publicity, and any other intellectual property or proprietary rights recognized in any country or jurisdiction in the world. Participants will reasonably assist and cooperate with the Company, and will take such further lawful acts and execute any additional documents reasonably requested by the Company to enable the Company to perfect its ownership rights in and to such materials, and to otherwise carry out the provisions of this Section, at the Company's request and expense. Patent rights (including patent applications and disclosures), copyright rights, trademarks, Moral Rights, trade secret rights, know-how, rights of publicity, and any other intellectual property or proprietary rights recognized in any country or jurisdiction around the world are all included in this Agreement.

7. Program Policies and Regulations

7.1 GENERAL REQUIREMENTS

As a participant in the Program, you agree to abide by all applicable laws. You agree not to infringe, misappropriate, dilute, or otherwise breach any third-party Intellectual Property Rights or any other third-party rights.

7.2 ADDITIONAL REQUIREMENTS FOR COMPLIANCE

Participant understands that the Company and its affiliates may be deemed to be conducting an offering of Tokens (the 'Offering') at some point in the future. In connection with Participant's operations under this Agreement, Participant agrees to comply with all applicable laws, and Participant agrees not to take any action or suffer any omission that might jeopardize the Company's and its affiliates' eligibility for such exemptions. The Participant shall not promote or discuss the Offering in any capacity, nor shall the Participant promote or discuss the Tokens, their associated network, or ecosystem in any way that encourages the purchase of Tokens or highlights their potential as an investment, for profit, for speculative trading, or for other similar purposes.

8. Publicity

By participating in the Referral Program, you agree to the Company’s use of your name, photo and/or likeness, biographical information, entry, and statements attributed to you (if true) for advertising and promotional purposes, including without limitation, inclusion in the Company's newsletters, the Site, and the Company's homepages, without additional compensation, unless prohibited by law.

9. No Warranties

THE REFERRAL PROGRAM, AS WELL AS ANY TOKENS YOU MAY RECEIVE IN CONNECTION WITH THE REWARDS, ARE PROVIDED 'AS IS,' WITHOUT ANY WARRANTY. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALUE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT GUARANTEE THAT THE REFERRAL PROGRAM, OR ANY PART OF IT, INCLUDING THE TOKENS, WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON A CONTINUOUS, SECURE, OR ERROR-FREE BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE INFORMATION OR MATERIALS PROVIDED IN TERMS OF QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY. REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY IN CONNECTION WITH THE TOKENS, WHETHER AS TECHNICAL ADVICE OR OTHERWISE, YOU ASSUME ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED FROM THE USE OF ANY OF THE TOKENS. ANY REWARDED TOKENS MAY NOT HAVE A MARKET AND, AS A RESULT, MAY BE OF NO VALUE.

You acknowledge and accept all risks and liabilities associated with the Tokens being regarded as an offering in some jurisdictions. You agree and bear all risks and liabilities that the Company and/or third parties involved in the Company may be subject to governmental investigation and punishment.

As a result of receiving Rewards or Tokens, you may face negative tax repercussions. You hereby represent that (1) you have consulted with a tax adviser that you deem appropriate in connection with your participation in the Referral Program, (2) the Company has not provided you with any tax advice with respect to your participation, and (3) you are not relying on the Company for any tax advice. You agree to be solely responsible for all taxes incurred as a result of your participation, including any Incentives received.

10. Indemnity

You agree to hold the Company, its affiliates, and their respective directors, officers, employees, advertising, promotion, fulfilment, or other coordinating agencies, and any other organizations providing services to the Company in connection with the Referral Program, harmless from any and all claims, injuries, damages, attorney's fees, expenses, or losses to person or property, and/or liabilities of any nature arising in any way from your participation in the Referral Program.

11. Liability Limitation

IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN THE REFERRAL PROGRAM, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSI THE COMPANY'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THIS REFERRAL PROGRAM SHALL IN NO EVENT EXCEED THE AMOUNT OF TEN S.G. DOLLARS ($10.00). THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.

WE MAKE NO WARRANTY THAT THE REFERRAL PROGRAM, OR ANY PART OF IT, INCLUDING WITHOUT LIMITATION THE REWARDS OR THE TOKENS, INCLUDING THE SERVER THAT MAKES THE COMPANY OR ITS SERVICES, INCLUDING THE REFERRAL PROGRAM, AVAILABLE, IS FREE OF VIRUSES OR ERRORS, THAT IT WILL BE UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED. WE ARE NOT RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OF ANY KIND AS A RESULT OF ANY ACTION TAKEN, OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED OR MADE AVAILABLE THROUGH THE REFERRAL PROGRAM.

12. Arbitration

By participating in the Referral Program, you agree that any dispute, controversy, difference, or claim arising out of, relating to, or in connection with this contract, or its breach, termination, or invalidity (collectively, the 'Disputes'), will be finally settled by arbitration referred to the Singapore International Arbitration Centre and conducted in accordance with the Association's arbitration rules. Singapore shall be the place of arbitration. The language of arbitration shall be English. The arbitral award shall be final and binding upon both parties. YOU AND COMPANY AGREE THAT YOU OR THE COMPANY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR THE COMPANY'S INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PRETENDED CLASS OR REPRESENTATIVE PROCEEDING. Furthermore, unless you and Company agree otherwise, the arbitrator may not combine more than one person's claims with yours, and may not preside over any sort of representative or class proceeding. If this particular clause is judged to be unenforceable, the entire arbitration section will be declared null and void.

13. General Terms

13.1 ENTIRE AGREEMENT

These Terms represent the Company's and your full and exclusive understanding and agreement regarding the Referral Program, and they supersede and replace any and all prior oral or written understandings or agreements between the Company and you regarding the Referral Program. If an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be illegal or unenforceable, that provision will be enforced to the utmost degree permissible, and the remaining sections of these Terms will continue in full force and effect. You may not assign or transfer these Terms without Company's prior written agreement, whether by operation of law or otherwise.

13.2 NOTICES

Company will communicate any notices under these Terms, including those addressing amendments to these Terms, by publishing them on the Referral Program Site.

13.3 WAIVER OF RIGHTS

The omission of Company to enforce any right or term of these Terms will not be interpreted as a waiver of that right or provision. A waiver of any such right or provision is only valid if it is in writing and signed by a fully authorized representative of the Company. The exercise by either party of any of its remedies under these Terms, except as specifically set forth in these Terms, will be without prejudice to its other remedies under these Terms or elsewhere.

14. Contact Us

Please contact the Company at compliance@works.so if you have any issues about these Terms or the Referral Program.