Terms and Conditions for Engagement of Brand Ambassadors
to provide Services:

Last Update: January 15, 2019.

These terms and conditions contain sixteen sections. You may jump directly to any section by selecting the appropriate link below. The headings and sub headings below are for reference only and do not limit the scope of each section.

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  1. Parties
  2. The Limitless Platform And The Brand Ambassador's Services
  3. Applying For An Account On The Limitless Platform
  4. Limitless' Agreement With You
  5. Your Status
  6. Your Access To The Platform
  7. Your Use Of The Limitless Platform
  8. Intellectual Property Rights
  9. Data Protection
  10. Liability
  11. Termination
  12. Third Party Claims
  13. Payment
  14. Confidentiality
  15. Disputes
  16. General

These terms and conditions (together with the documents referred to herein) govern the relationship between you and Limitless Technology Limited when you apply to enroll and subsequently use the Platform as a Brand Ambassador. Please read these terms and conditions carefully before submitting your application. These terms and conditions set out important information regarding your rights, obligations and the restrictions that may apply to your provision of Services via the Platform. Limitless can change these terms and conditions at any time, but we will notify you before any such changes take effect.

1 PARTIES

1.1 The Agreement between Limitless Technology Ltd ("Limitless") and you ("You", "Your", "Yourself") consists of these terms and conditions as well as the various policy documents mentioned in these terms and conditions.

2 THE LIMITLESS PLATFORM AND THE Brand Ambassador'S SERVICES

2.1 Limitless has developed a cloud based platform and website (the "Platform") through which Limitless provides customer support services to a range of organisations ("Client Businesses").

2.2 The Platform enables members of the public who are customers of Client Businesses ("Customers") to ask questions and queries in relation to the products and services of the Client Businesses.

2.3 Limitless enables individuals (each a "Brand Ambassador") to use their own knowledge to answer the questions and queries raised by the Customers of Client Businesses (the "Services").

3 APPLYING FOR AN ACCOUNT ON THE LIMITLESS PLATFORM

3.1 These are the terms and conditions on which You can access the Platform and provide the Services.

3.2 Please ensure that You read these terms and conditions carefully, and check that the details on Your application for an account on the Platform ("Application") are complete and accurate, before You submit Your Application.

3.3 You may also apply to become a Brand Ambassador by using Your login information for certain third party social networking sites such as Facebook and Google. Should You choose to do so, Limitless may send, receive and use Your information to and from such third parties in order to process Your application and create Your account.

3.4 By submitting Your Application to become a Brand Ambassador, You confirm that:

3.4.1 You are legally capable of entering into binding contracts;

3.4.2 You are a citizen or legal resident of, and are entitled to work in, the country in which You currently reside;

3.4.3 You are at least 18 years old;

3.4.4 You do not have any unspent conviction for any fraud or theft related criminal offence;

3.4.5 there are no actions, suits or proceedings or regulatory investigations pending or, to Your knowledge, threatened against or affecting You before any court or administrative body or arbitration tribunal that might affect Your ability to meet and carry out its obligations under this agreement;

3.4.6 all the information You provide to Limitless as part of Your application (and during Your use of the Platform as a Brand Ambassador) is truthful and accurate; and

3.4.7 You acknowledge that Limitless processes Your personal data in accordance with this Agreement, for the purposes of processing Your application and in connection with Your use of the Platform and provision of the Services.

3.5 If You do not comply with any of the above conditions in clause 3.4 You are not entitled to use the Platform and provide the Services.

3.6 Limitless may request that You provide information regarding Your education and professional background, etc. In addition, to transfer any payments to You, You may need to submit additional personal data such as Your mailing address, birth date, telephone number and government or social security identification information. You authorise Limitless to conduct verifications and background checks for the purpose of processing Your application (whether through third parties or otherwise). You acknowledge and agree that Limitless shall be entitled (but not obliged) to also carry out such checks in connection with Your application, as well as at any time during Your engagement as a Brand Ambassador.

3.7 Limitless has the right, in its sole discretion, to accept or reject any application to become a Brand Ambassador.

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4 LIMITLESS' AGREEMENT WITH YOU

4.1 When You submit Your Application to Limitless, this does not mean Limitless have accepted Your Application. After submitting Your Application, You may receive an e-mail from Limitless acknowledging that Limitless has received Your Application. Please note that this does not mean that Your Application has been accepted.

4.2 These terms and conditions will become binding on You and Limitless when Limitless issue You with a written acceptance of an Application, at which point a contract will come into existence between You and Limitless (the "Agreement"). If Limitless are unable to accept Your Application, Limitless will inform You of this and Limitless will not process the Application.

4.3 Your Agreement with Limitless shall commence upon Limitless' acceptance of Your Application and shall remain in full force and effect unless and until terminated in accordance with the terms of this Agreement.

5 YOUR STATUS

5.1 The relationship between You and Limitless shall be that of independent contractor, in business on Your own account and nothing in this Agreement shall render You (and You shall not state, suggest or imply to anyone that You are) an employee, worker, agent or partner of Limitless.

5.2 It is not intended that and nor shall, Limitless (or any Client Businesses) have or acquire any direct control over You or undertake day-to-day supervision of You during such times as You are using the Platform and/or providing the Services under this Agreement.

5.3 You will set and decide the hours and amount of time You take for providing the Services under this Agreement. You shall be responsible for organising the manner, method and order in which You perform Your obligations under this Agreement, subject always to such minimum specifications, guidelines and parameters as may be issued by Limitless from time to time, which are necessary to execute this Agreement, including Your Services, in a due and proper way.

5.4 You shall not have any right or power (nor hold Yourself out as having any right or power) to bind Limitless to any obligation. You shall not at any time during the term of this Agreement attempt to pursue, create or incur any obligation or liability on behalf of Limitless without first receiving specific written authority from Limitless to do so.

5.5 Nothing in this Agreement shall prevent You from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the term of this Agreement, provided that :such activity does not cause a breach of Your obligations of this Agreement

5.6 This Agreement constitutes a contract for the provision of services via the Platform to Client Businesses and not a contract of employment and accordingly You shall be fully responsible for:

5.6.1 Your own expenses incurred in connection with the provision of Your Services;

5.6.2 any income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with Your performance of the Services; and

5.6.3 any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by You against Limitless arising out of or in connection with the provision of the Services.

5.7 You shall compensate Limitless against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by You in connection with or in consequence of any such liability, deduction, contribution, assessment or claim contemplated in clause 5.6.

5.8 Limitless may at any time at its discretion, and provided it notifies You of the fact it has done so, satisfy the compensation requirements set out in clause 5.5 (in whole or in part) by way of deduction from any payments due to You.

5.9 You acknowledge and agree that You are fully responsible for ensuring You are entitled to provide the Services and are not prevented from doing so by any arrangement between You and any third party (such as a contract of employment).

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6 YOUR ACCESS TO THE PLATFORM

Licence to You

6.1 Subject to Limitless' approval of Your Application, Limitless grants You a limited, revocable, royalty-free, non-exclusive and non-transferable licence to use the Platform to the extent necessary to provide Services and to fulfill Your obligations as a Brand Ambassador.

Availability of the Platform

6.2 Limitless does not guarantee that the Platform (which is provided to You on an "as is" basis) will be free from interruption or errors. There may be periods when the Platform is unavailable and cannot be accessed. You agree that Limitless shall not be liable to compensate You for any costs or lack of earning that You may incur as a result of any unavailability of the Platform.

6.3 Limitless reserves the right to withdraw access to any Platform at any time and is under no obligation to give any reasons for such decision.

Third Party Providers

6.4 The Platform may include certain features operated by third party providers (each a “Third Party Provider” ). To use such features You may be required to create an account with, or otherwise login to, the applicable Third Party Provider's service, app or platform. Any information provided through such a feature is collected by the applicable Third Party Provider on its servers, and is governed by its terms of service and privacy policy. That information may be shared between the Third Party Provider and Limitless in accordance with applicable law.

Questions and answers

6.5 When using the Platform, Customers may post questions in respect of the products and services of Client Businesses. If Your Application to become a Brand Ambassador is successful, You are able to use the Platform to answer and/or engage with Customers' questions in relation to the products and services of Client Business' which fall within Your area of skill, knowledge, Brand Ambassadorise or interest. Where You resolve or contribute to the resolution of a question you will earn cash rewards (see clause 13 for further details).

6.6 Questions may be initially submitted through websites, help desks and other online properties and digital service channels which are independent of Limitless ("Service Channels"). The Client Businesses are responsible for any integration and/or configuration of technology that may be required for providing the Services to Customers via such Service Channels. Limitless is not responsible for the availability or delivery of questions and responses from / to Customers via such Service Channels.

6.7 When answering questions from Customers, You must comply with the terms of this Agreement and, in particular, clause 7 of these terms and conditions.

6.8 You will at all times behave with integrity and in a professional manner when performing Your duties under this Agreement and shall not do anything which might in any way harm the reputation of Limitless or its Client Businesses or which is prejudicial to the interests of Limitless and its Client Businesses or which adversely affects the relationship between Limitless and its Client Businesses.

6.9 Limitless shall not be obliged to offer any minimum amount of work to You under this Agreement.

Username, password and contact details

6.10 If Your Application to become a Brand Ambassador is accepted, You will be provided with a username and password which You must use in order to access the Platform and provide Services. It is Your responsibility to maintain the confidentiality of the username and password issued to You and You shall not permit any third party to access or use Your Limitless account. You shall immediately notify Limitless of any unauthorised use, or suspected unauthorised use of Your Limitless Account, Your Limitless username and password and/or any other security breach.

6.11 You shall be responsible for ensuring that the contact details provided on Your Limitless account are kept up-to-date (including Your email address as this will be the main mode of communication between You and Limitless).

6.12 You agree to provide Limitless with reasonable information and assistance in respect of Your Application and Your Limitless account including, without limiting the foregoing, any information required for the completion of any verifications and background checks.

Location

6.13 You can use the Platform remotely from whatever location You choose provided that You have sufficient internet access and that You ensure You adhere to Your obligations in relation to confidentiality at all times.

Your equipment, viruses and malware

6.14 As a Brand Ambassador You shall act on Your own time and shall use Your own resources, internet connections, property, devices, equipment, tools and supplies to access and/or use the Platform and You shall not use the resources and equipment of Limitless. Limitless will not be responsible for the cost of any such resources and equipment You require to access and use the Platform for performance of Your obligations under this Agreement. You are responsible for ensuring that any such resources and equipment are suitable for You to perform Your obligations under this Agreement.

6.15 You shall ensure that You have appropriate protection for Your computers, software, data and applications including any systems that You use to access the Platform. Limitless shall have no responsibility to compensate You for any computer viruses, worms, software bombs, bugs, malware or similar items that affect Your computers, computer systems, software, infrastructure or data as a result of Your access to the Plaform and/or use of the Services unless caused by Limitless' negligence.

Screening

6.16 You acknowledge and agree that Limitless has at its sole discretion the right (but not the obligation) to screen any content due to be posted or posted by You or any other Brand Ambassadors during the use of the Platform and/or the provision of the Services to ensure compliance with the terms of this Agreement and the Limitless Code of Conduct. Limitless may in its sole and reasonable discretion refuse to post or remove any content available via the Platform if it deems such content to be in breach of the terms of this Agreement or the Limitless Code of Conduct. This does not create an obligation on Limitless to monitor the content available via the Services, which are provided by You on an "as is" basis. Consequently, Limitless shall have no liability to You for any content shared over the Platform.

Brand Ambassador reputation scores

6.17 Limitless may automatically generate a "reputation score" for You based on data inputs such as feedback from Customers, Client Businesses, Limitless' Community Success Team and/or other Brand Ambassadors. You hereby acknowledge that this does not constitute a representation, statement or warranty from Limitless about You. If You are dissatisfied with Your score, scores are regularly reassessed and You are free to delete Your Limitless account at any time.

Termination by You

6.18 You have the right to terminate this Agreement (which will also remove Your access to the Platform) at any point by deleting Your Limitless account.

Dormant accounts

6.19 If You have not logged in to Your Limitless account for more than 90 days, Limitless may notify You by email that Your Limitless account has become "dormant".

6.20 Upon notification that Your account is dormant, You shall claim any remaining cash rewards standing to the credit of Your account without undue delay. If You do not log in to Your Limitless account 30 days after Limitless has notified You that Your account has become dormant, Limitless shall have the right to delete Your account. Before deleting Your account Limitless shall use its reasonable endeavours to pay you any remaining cash rewards standing in credit in Your account using the payment details associated with Your Limitless account.

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7 YOUR USE OF THE LIMITLESS PLATFORM

Advice on products and/or services

7.1 The Platform is solely to be used to provide consumer advice and assistance in respect of Client Business' products and/or services. You acknowledge and agree that You shall not provide advice to Customers, other Brand Ambassadors or any third party of a legal, financial, medical or regulatory nature via the Platform.

Usage requirements

7.2 During Your use of the Platform You shall not, other than in accordance with the terms of this Agreement:

7.2.1 store, transmit, distribute, disseminate, publish, post, share, download or upload or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

7.2.2 copy, reproduce, distribute, republish, download, display, post or transmit any aspect of the Platform or its content;unless expressly permitted by law;

7.2.3 falsify headers or change identifiers with the intent to disguise the origin of any content on the Platform;

7.2.4 encourage or engage in conduct that is reasonably likely to subject Limitless, its Client Businesses or other Brand Ambassadors to negative publicity, infringe any intellectual property or other rights of a third party or is otherwise unlawful;

7.2.5 restrict or inhibit the access to and enjoyment of the Platform or Services by any other person;

7.2.6 attempt to gain unauthorised access to systems or networks connected to or used together with the Platform (including those of Third Party Providers) through password mining, hacking or any other means;

7.2.7 hinder or disrupt, or attempt to hinder or disrupt Limitless’ Platform, servers or networks or violate any processes, policies or protocols in relation to the same and shall not circumvent Limitless’ auto exclusion headers; or

7.2.8 attempt to modify, reverse compile, disassemble or reverse engineer any component of the Platform which You are given access to, unless expressly permitted by law.

Content Standards

7.3 During Your use of the Platform You shall not, other than in accordance with the terms of this Agreement:

7.3.1 store, transmit, distribute, disseminate, publish, post, share, download or upload or otherwise make available any material in such a way as to breach any applicable law (including by using any hate-related, pornographic, harmful, libelous, harassing, sexually explicit, threatening, violent, abusive, tortious, defamatory, vulgar, hateful, obscene or racially or otherwise objectionable or offensive content or any material which You are not authorised to disclose such as confidential or proprietary information); span>

7.3.2 store, transmit, distribute, disseminate, publish, post, share, download or upload or otherwise make available any unsolicited or unauthorised advertising, promotional content, spam, chain letters, junk mail , pyramid schemes or any other form of solicitation;

7.3.3 in Your response to a Customer's question, You shall not refer to any product or service other than the product or service offered for purchase by the relevant Client Business and you shall not refer to any third party competitor to the Client Business;

7.3.3 transmit, upload, email, post or make available any Confidential information, proprietary information or trade secrets of or regarding any individual; or

7.3.4 request, transmit or store financial details or personal details from other Brand Ambassadors or Customers.

Interaction with Customers

7.4 You shall, to the best of Your ability, give truthful and accurate information and advice to Customers that is relevant to their question.

7.5 You must not disclose to, or request from, Customers any personal data concerning You or the Customer or any third party individual.

7.6 Any advice, opinions, comment or judgment You provide (including Your answers) are not endorsed by Limitless and Limitless is not responsible for the accuracy of any opinion, comment, judgment or answer You provide.

7.7 You are accountable for the information, data and content which You submit, upload, provide or use on, via and within the Platform (including in the form of questions or answers to Customers). You are responsible for any Customer or third party’s reliance upon the correctness, completeness and usefulness of Your information, and You agree that Limitless shall have no liability to You for any such Customer's reliance.

7.8 While the name of each Customer will not be disclosed by the Platform itself, it is possible that during Your use of the Platform certain personal data of Customers or other third party individuals may be disclosed in questions and responses from Customers. You shall not You shall not use the personal data to provide the Services. For example you must not refer to any such personal data within Your response to a question. You acknowledge and agree that any such personal data is Confidential Information and You shall not use such personal data in any form outside the Platform and You shall not disclose such personal data to any third party. You agree to promptly notify Limitless of any suspected security breach in respect of such personal data.

Interaction with other Brand Ambassadors

7.9 During Your use of the Platform You shall not:

7.9.1 stalk, canvas, solicit or harass another Brand Ambassador or any other person (including Customers); 

7.9.2 disclose to, or request from, Brand Ambassadors any personal data concerning You or the Brand Ambassador or any third party individual.

7.9.3 impersonate another Brand Ambassador, person or entity, or deceptively state or otherwise misrepresent Your affiliation with a person or entity or otherwise interfere with or hamper access and use of the Platform;

7.9.4 attempt to gain unauthorised access to other Brand Ambassador accounts or any aspect of the Platform;

7.9.5 sell, license, re-sell, lease, rent, transfer, assign, distribute, host, or otherwise commercially exploit the Platform or Services or the content contained therein;

7.9.6 access or use the Platform for building or designing a similar or competitive service or product; or

7.9.7 create multiple Limitless accounts or use the Platform in order to falsely earn Credits, rewards or reputation, including without limitation by getting others to subscribe and or submit questions, or using other platforms or third party software or materials to improve results.

7.10 It is possible that during Your use of the Platform certain personal data of other Brand Ambassadors or other third party individuals may be disclosed in relation to questions and responses by the other Brand Ambassadors. You shall not use the personal data to provide the Services; for example You must not refer to any such personal data within Your responses to a question. You acknowledge and agree that any such personal data is Confidential Information. You shall not use such personal data in any form outside the Platform and You shall not disclose such personal data to any third party. You agree to promptly notify Limitless of any suspected security breach in respect of such personal data.

7.11 During Your use of the Platform You may be presented with the opportunity to rate the performance of other Brand Ambassadors. You agree to only rate a Brand Ambassador when You are able to do so acting in good faith, using such objective and fair reasoning as You would expect other Brand Ambassadors to exercise when rating Your own performance as a Brand Ambassador.

Code of Conduct:

7.12 You hereby represent and warrant that You will comply with the Limitless Code of Conduct available at including any changes and modifications that may be made by Limitless to the same from time to time. It is Your responsibility to periodically check that webpage for any updates to the Limitless Code of Conduct.

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8 INTELLECTUAL PROPERTY RIGHTS

8.1 You acknowledge and agree that You have and will obtain no rights (including intellectual property rights) in the Platform save as expressly provided in this Agreement.

8.2 You hereby assign to Limitless with full title guarantee (by way of present assignment of past and future rights) all intellectual property rights in the content of Your responses to Questions works which assignment Limitless hereby accepts. At Limitless’ request, You will execute such additional written assignment or deeds of assignment as are necessary to effectuate the legal transfer. To the extent that such rights are not assigned or assignable or until the moment the transfer of intellectual property rights as set forth in this clause has been completed, You grant to Limitless an exclusive, perpetual, irrevocable, world-wide and transferable licence (with the right to sub-license) to use and have used such content in any way it deems fit. No additional or separate licence fee shall be payable by Limitless (or its sub licensees) for use of such content either during or after the term of this Agreement. Cash rewards payable to You in accordance with clause 13 hereof represent due, equitable and reasonable remuneration for the performance of Your obligations hereunder, including any eventual licence fee in relation to the above grant of rights.

8.3 To the extent possible under applicable law, You hereby waive any moral rights in the works assigned to Limitless at clause 8.2 of these terms and conditions, to which You now or may at any future time be entitled including (but without limitation) the right to first publish, the right to be identified, the right of integrity and the right against false attribution.

8.4 The service marks, copyright notices, trade marks, designs and logos (collectively the ‘Trade Marks’) displayed on the Platform and in any materials shared by Limitless are the Trade Marks of Limitless and its licensors (including Client Businesses) and You agree that You will not refer to or attribute any information to Limitless or its licensors in any public medium for advertising or promotional purposes, or for the purpose of informing or influencing any third party, and that You will not use or reproduce any Trade Mark of, or imply any endorsement by or relationship with, Limitless or its licensors.

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9 DATA PROTECTION

9.1 You acknowledge and agree that Limitless shall hold and process Your personal data in connection with the performance of Your obligations under this Agreement and for the purpose of compliance with applicable laws. Limitless agrees to comply with all applicable laws relating to privacy and data protection in connection with this Agreement, including the EU's General Data Protection Regulation 2016 ("Data Protection Legislation"). Please refer to the Limitless Privacy Policy for more information about how Limitless process Your personal data.

9.2 Nothing in this Agreement constitutes any right or obligation on Your part to process any personal data on behalf of Limitless or otherwise in connection with this Agreement.

9.3 For the purposes of this Agreement references to "personal data" and "processing" shall each have the meanings given in the applicable Data Protection Legislation.

9.4 To the extent that Your use of the Platform involves You processing any personal data, You shall report this immediately to Limitless using the functionality provided in the Platform.

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10 LIABILITY

10.1 Neither party to this Agreement excludes or limits its liability where it would be unlawful to do so. This includes liability for death or personal injury caused by negligence (and, in the case of Limitless, the negligence of Limitless' employees, agents or subcontractors) or for fraud or fraudulent misrepresentation which shall not be limited or excluded in any way. 

10.2 Each party to this Agreement agrees to be responsible to the other for the foreseeable loss and damage it causes. If either party fails to comply with this Agreement, it is responsible for the loss or damage suffered by the other party that is a foreseeable result of that party breaking this Agreement, or failing to use reasonable care and skill.

10.3 Subject to clause 10.1, neither party to this Agreement is responsible to the other for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time this Agreement was made, both parties knew it might happen.

10.4 Subject to clause 10.1 and clause 10.7, the aggregate liability of either party (including, in the case of Limitless, its affiliates and suppliers), for all claims arising out of or in connection with this Agreement, (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall be limited to the greater of GBP 100 pounds or the fees paid by Limitless to You in the twelve months preceding the events giving rise to any claim.

10.5 You acknowledge and agree that as part of Your use of the Platform, You shall come into contact with Customers and other Brand Ambassadors. Limitless shall not be responsible or liable for any such interactions You may have with Customers and other Brand Ambassadors, any user content on the Platform and the behavior and conduct of other users and Brand Ambassadors and You hereby release Limitless of liability in relation to the same.

10.6 You shall be liable for, and shall compensate and hold harmless Limitless in respect of any damages, loss, liability, expenses, interest, penalties or costs (including reasonable legal costs) arising directly or indirectly from any breach of this Agreement by You including any negligent or reckless act, omission or default in the performancce of Your obligations under this Agreement.

10.7 Your liability for breaches of clauses 3.4, 5 and 7 of this Agreement shall be unlimited and are not included in the liability cap set out in clause 10.4.

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11 TERMINATION

11.1 You acknowledge that You may cease Your use of the Platform at any time. Limitless also has the right at any point in time, in its sole discretion, to suspend, or discontinue Your use of the Platform or terminate this Agreement (in each case in whole or in part) with no penalty or liability to You and without liability to make any further payment to You (other than in respect of sums accrued before the date of termination which You may claim in accordance with clause 11.3.1). Limitless may also, when required to do so by Client Businesses, remove Your ability to answer questions from particular Client Businesses

11.2 Without foregoing the generality of the above, by written notice Limitless shall be entitled to terminate this Agreement:

11.2.1 for any breach of the terms of this Agreement by You;

11.2.2 if You commit any act of fraud or dishonesty; or

11.2.3 if, in the reasonable opinion of Limitless, You are grossly negligent or incompetent in the performance of Your obligations under this Agreement; and/or do not meet the requirements set by Limitless and advised to You from time to time.

11.3 On termination of this Agreement for any reason:

11.3.1 Access to Your account shall be suspended and You shall not be able to use the Platform, save that You shall have 90 days in which to claim Your cash rewards. After such 90 day period Limitless shall use its reasonable endeavours to redeem pay You any remaining cash rewards in Your account using the payment details associated with Your Limitless account. Limitless shall then have the right to delete Your account (which may include any content associated with You from Limitless' databases);

11.3.2 All licences granted by Limitless to You shall immediately terminate;

11.3.3 You shall uninstall or otherwise remove any means of access to the Platform and content in the same;

11.3.4 You shall immediately return or destroy any and all of the Confidential Information of Limitless and its Client Business and any Limitless materials provided to You; and

11.3.5 If requested by Limitless, provide a sworn statement that You have fully complied with Your obligations under this clause 11.3.

11.5 Following the termination of this Agreement, You will not at any time make an untrue or derogatory statement in relation to Limitless and will not represent Yourself as being connected with Limitless in any way.

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12 THIRD PARTY CLAIMS

12.1 You agree to compensate Limitless for its reasonable costs incurred resulting from any losses, damages, penalties liability, claim or demand made by any third party due to or arising out of:

12.1.1 Your provision of the Services; and

12.1.2 any breach of this Agreement by You.

13 PAYMENT

13.1 The Platform will display the available questions from Customers to which You may be able to respond.

13.2 Your satisfactory response to a question from a Customer leads to a credit of reward to Your Limitless account as calculated in accordance with the methodology in effect at the time. The amount of any such credit to Your Limitless account in relation to Your response to a particular Customer request/question will be set out in Your Limitless account, with an overall balance, on the Platform.

13.3 At any time You can request payment of any amount standing to the credit of Your Limitless account. Limitless shall promptly pay the requested amount into Your nominated bank account. Any payments may be taken through made using the third party payment service providers that are available on the Platform (e.g. PayPal). You will need an account with such payment services providers and You shall be subject to such third parties’ terms of service and You shall where permitted by law be responsible for the third parties' charges associated with the fulfilment of the payments and such charges may be deducted from any sum owed by Limitless to You. Limitless does not have any responsibility for the actions or omissions of such third party party payment services providers.

13.4 In order to pay You, Limitless may be required by law to obtain from You additional personal data for example additional information to verify Your identity and to combat fraud

13.5 Limitless reserves the right (but not the obligation) at its sole and reasonable discretion, or as may be required by law, to place on hold or cancel any payment due to You in relation to Your Limitless account due to any potential fraud or other misuse of the Platform.

13.6 No further fees or compensation other than that set out at clauses 13.2 and 13.3 of these terms and conditions are due or may become due to You in respect of Your performance of Your obligations under this Agreement.

13.7 The fees can be paid to You at any time upon Your request and will not acquire the character of wages, salary or other emoluments paid on a weekly, monthly or other regular basis.

13.8 Limitless expressly reserves the right to set off amounts owed to You against any other amounts owed by You relating to other Limitless services.

13.9 Any payments shall be subject to VAT and other applicable taxes which shall be payable by You (including taxes on Your income) and You shall indemnify Limitless for breach of this clause by You.

13.10You shall bear all of Your own expenses incurred in connection with the performance of Your obligations under this Agreement.

13.11You acknowledge and agree that Limitless may disclose to the relevant tax authorities certain information about Your engagement as a Brand Ambassador (but only to the extent that such disclosure is reasonably necessary).

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14 CONFIDENTIALITY

14.1 Confidential Information (as defined below) shall not be used for any purpose other than the use of the Platform in accordance with this Contract.

14.2 You shall not use any Limitless Confidential Information in providing Services and using the Platform. The Platform will also contain Confidential Information of other users, Brand Ambassadors or Client Businesses and You shall keep such Confidential Information in strictest confidence and shall not disclose any Confidential Information to any other entity.

14.3 Confidential Information means information (including confidential or sensitive commercial; financial; marketing; and/or technical information in written, electronic or any other form or medium) which is marked ‘confidential’ or ‘secret’ or which, by its nature shall be considered confidential by a reasonably prudent person and includes the Confidential Information of Client Businesses, Customers and other Brand Ambassadors. The obligations of confidentiality in this clause shall not prevent any disclosure of information which:

14.3.1 is in, or has become part of, the public domain other than by a breach of this Agreement;

14.3.2 becomes available to the disclosing party in a lawful manner from a third party;

14.3.3 can be proven to be independently developed by or for the disclosing party; or

14.3.4 is required to be disclosed by law provided that reasonable notice is given to the disclosing party.

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15 DISPUTES

15.1 This Agreement is governed and construed in accordance with the law of England and Wales and the English courts and, subject to clause 15.2, tribunals shall have exclusive jurisdiction over any dispute or claim arising in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). However, if You are a resident of Northern Ireland You may also bring proceedings in Northern Ireland, and if You are a resident of Scotland, You may also bring proceedings in Scotland.

15.2 Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without You having to go to court. If You are not happy with how Limitless have handled any complaint You have made, You may want to refer Your dispute to the European Commission Online Dispute Resolution Platform. If You are not satisfied with the outcome You can still bring legal proceedings.

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16 GENERAL

Amendments to this Agreement

16.1 Limitless reserves the right to amend the terms of this Agreement and the Platform at any time on prior written notice to You without incurring any liability to You. Such amendments shall have effect immediately upon Your continued use of the Platform, provided that You have received 15 days' written notice by Limitless of all material amendments and have not objected against such amendments within this period. Limitless will remind You of these consequences in its notice. Such amendments may be necessary for example (but without limitation) as a result of changes in legislation, in industry best practice, in the terms Limitless has in place with its partners or in the operation of how the Platform works and/or Your use of the Platform. Notice for these purposes may be in the form of an email; a letter (addressed to You at the most recent address You provided to Limitless); or amendments directly notified on or via the Platform itself. Limitless shall not be responsible if You have not updated Your personal details in accordance with clause 6.11.

16.2 In the event that You object to any amendment, Your sole remedy shall be to terminate this Agreement by deleting Your account and ceasing use of the Platform immediately. In the event You object, Limitless may terminate the Agreement without notice (and especially clause 11.3 will apply).

Third parties

16.3 This Agreement is between You and Limitless. No other person shall have any rights to enforce any of its terms against You, except for Client Businesses.

16.4 Limitless shall be free to rescind or vary this Agreement without the consent of any third party.

Severance

16.5 Each of the paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

Waiver

16.6 If Limitless does not immediately insist that You do something that You are required to do under this Agreement, or if Limitless delays in taking steps against You in respect of Your breach of this Agreement, this does not mean that You are absolved of Your responsibility to take the action required of You and nor does it prevent Limitless from taking steps against You at a later date.

Assignment and subcontracting:

16.7 This Agreement is personal to You. You may only transfer or sub-contract Your rights or Your obligations under these terms to another person if Limitless agrees to this in writing.

16.8 Limitless may transfer or subcontract its rights and obligations under this Agreement to another organisation at any time. Limitless will always tell You in writing if this happens and will aim to ensure that the transfer will not affect Your rights under the Agreement.