Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Uppercut platform, website, application, referral portal, payout system, recruiting workflow tools, and related services.

Uppercut is operated by Third One Group LLC under the Uppercut brand (“Uppercut,” “we,” “our,” or “us”).

By accessing or using Uppercut, creating an account, applying for a role, sharing a referral link, submitting a client referral, or participating in the referral reward program, you agree to these Terms and our Privacy Policy.

If you do not agree to these Terms, do not use Uppercut.

You must be at least 18 years old to use Uppercut. By using the platform, you represent that you are at least 18 years old and have legal capacity to enter into these Terms.

If you use Uppercut on behalf of a company or other entity, you represent that you have authority to bind that company or entity to these Terms.

Important: These Terms contain a binding arbitration provision and a class action and jury trial waiver. Please review those sections carefully.

• “Platform” or “Services” means the Uppercut website, application, referral portal, payout system, recruiting workflow tools, and related communications.
• “Uppercut,” “we,” “our,” or “us” means Third One Group LLC, doing business through the Uppercut platform, website, brand, and related recruiting services.
• “Referrer” means an individual who shares a unique application link, submits a client referral, applies through their own referral link, or otherwise participates in Uppercut's referral reward program.
• “Candidate” means an individual who applies for a role through Uppercut, including through a Referrer's unique application link.
• “Client” means a hiring company, hiring manager, business contact, or employer introduced to or engaged by Uppercut.
• “Placement” means a successful hire, engagement, or employment arrangement involving a Candidate introduced, submitted, sourced, or managed by Uppercut.
• “Guarantee Period” means the post-placement period specified for a role or referral type during which the Candidate must remain employed or engaged before a referral reward becomes payable.
• “Referral Reward” means the monetary payment made to a Referrer after all applicable reward conditions have been satisfied.
• “Candidate Referral” means a Candidate application submitted through a Referrer's unique application link.
• “Client Referral” means a referral of a hiring company, hiring manager, founder, executive, or business contact that may lead to a recruiting engagement with Uppercut.

Uppercut is a referral management and rewards platform that allows Referrers to share role-specific application links, refer potential Clients, and potentially earn rewards when successful placements occur.

Uppercut allows:

• Referrers to share unique application links for open roles.
• Candidates to apply directly through those links.
• Referrers to apply themselves through their own referral links.
• Referrers to submit potential Client referrals.
• Uppercut to track referral attribution, recruiting status, reward eligibility, and payouts.
• Uppercut to process eligible referral rewards through Stripe Connect or another payment provider.

Important limitations:

• Uppercut does not guarantee that any Candidate will be interviewed, hired, or placed.
• Uppercut does not guarantee that any Client Referral will become an engaged Client.
• Uppercut does not guarantee that any Referral Reward will be earned.
• Hiring decisions are made by Clients or employers.
• Reward eligibility is subject to these Terms, the applicable role listing, duplicate checks, payout conditions, and Uppercut's internal review.

To access certain features, you may need to create an account through our authentication provider, Clerk.

When creating or using an account, you agree to:

• Provide accurate, truthful, and complete information.
• Keep your account information current.
• Maintain the confidentiality of your login credentials.
• Notify Uppercut promptly if you believe your account has been compromised.
• Accept responsibility for all activity that occurs under your account.

Uppercut is not responsible for losses caused by unauthorized access resulting from your failure to protect your credentials.

By submitting your information to Uppercut, including through a Referrer's unique application link, you authorize Uppercut to:

• Evaluate your qualifications and match you with relevant job opportunities.
• Contact you about opportunities, interviews, offers, placements, and related recruiting matters.
• Share your profile, resume, and relevant application materials with Clients that have active, legitimate opportunities for which you may be a fit.
• Store and process your information as described in our Privacy Policy.
• Track your application status, placement status, and guarantee period status for recruiting, referral ownership, and payout eligibility purposes.

You represent that all information you submit is accurate, complete, and not misleading. Submitting false, misleading, exaggerated, or fabricated professional information is a material breach of these Terms.

Candidates may withdraw from the Uppercut recruiting process at any time by contacting hello@uppercutpay.com. Withdrawal from the recruiting process does not retroactively affect referral ownership records, payout eligibility determinations, legal obligations, or business records that Uppercut is permitted to retain under its Privacy Policy.

If you apply through a Referrer's unique application link, the Referrer may be able to see your name and current referral or application status in their dashboard. Referrers do not receive detailed interview feedback, compensation details, employer communications, recruiter notes, or other sensitive recruiting information.

Companies, hiring managers, and business contacts that engage with Uppercut agree to provide accurate and complete information about open positions, hiring needs, compensation ranges, role requirements, and hiring timelines.

Referral rewards are conditional. A Referrer is not entitled to payment unless all applicable conditions are satisfied.

Each role or referral opportunity may specify a guarantee period or payout eligibility period.

For Candidate Referrals, the standard guarantee period is ninety (90) days from the Candidate's employment or engagement start date, unless a different period is listed for that role.

For Client Referrals, the standard payout eligibility period is thirty (30) days from the placed Candidate's employment or engagement start date, unless a different period is listed for that client referral opportunity.

If a placed Candidate voluntarily resigns, is terminated for cause, fails to start, or otherwise does not remain employed or engaged through the applicable guarantee period, the referral reward will not be released.

Uppercut may delay payout until it has confirmed that the applicable guarantee period has been satisfied and that Uppercut has received payment from the Client.

You agree not to:

• Submit applications on behalf of Candidates.
• Submit false, fabricated, exaggerated, or misleading Candidate or Client information.
• Share referral links through spam, deceptive advertising, automated posting, or bulk unsolicited outreach.
• Create multiple accounts to circumvent referral ownership rules or payout limits.
• Attempt to manipulate referral attribution, application timestamps, status tracking, or payout eligibility.
• Attempt to persuade Clients or Candidates to bypass Uppercut after an introduction has been made.
• Misrepresent yourself as an employee, agent, recruiter, or representative of Uppercut unless expressly authorized in writing.
• Promise employment, interviews, compensation, offers, or outcomes on behalf of Uppercut or any Client.
• Use automated scripts, bots, scraping tools, or bulk submission tools.
• Reverse-engineer, scrape, copy, or misappropriate platform data.
• Harass, threaten, abuse, or discriminate against any user, Candidate, Client, or Uppercut staff member.
• Use Uppercut for unlawful, fraudulent, misleading, or abusive purposes.
• Use the platform in competition with Uppercut or for benchmarking, scraping, or competitive analysis.

Violation of these prohibitions may result in account suspension, reward forfeiture, payout withholding, and legal action.

Uppercut may monitor for fraudulent or suspicious activity, including:

• Duplicate account creation.
• Fake or unverifiable applications.
• Suspicious referral volume or timing.
• Attempts to manipulate referral ownership.
• Attempts to manipulate payout eligibility.
• Circumvention of Uppercut after an introduction.
• Misuse of referral links.
• False or misleading Client or Candidate information.

If Uppercut detects suspected fraud, abuse, or platform manipulation, Uppercut may suspend the account, withhold or reverse payouts, mark referrals as ineligible, investigate the activity, and take any action permitted by law.

Where practical, accounts flagged for investigation may be given an opportunity to respond before permanent action is taken, unless immediate action is necessary to protect Uppercut, users, Clients, Candidates, or third parties.

Candidates who apply through Uppercut authorize Uppercut to process and share their application information as described in these Terms and the Privacy Policy.

Referrers may only share application links. Referrers may not submit applications or personal candidate information on behalf of Candidates.

Clients authorize Uppercut to use Client-provided role and hiring information to perform recruiting services, match Candidates, communicate with Candidates and Referrers, and administer referral reward eligibility.

Your use of Uppercut is subject to our Privacy Policy, available at uppercutpay.com/privacy. The Privacy Policy is incorporated into these Terms by reference.

Key data practices include:

• Referrers may only see limited Candidate referral information in their dashboard, specifically Candidate name and current status.
• Referral ownership records are retained for a minimum of three (3) years.
• Payout and tax records are retained for a minimum of seven (7) years.
• Candidate data is generally retained for up to two (2) years from last activity, unless longer retention is reasonably necessary for placement records, legal obligations, dispute resolution, or legitimate business purposes.

You may exercise your data rights by contacting privacy@uppercutpay.com.

The Uppercut platform and all associated content, features, trademarks, logos, software, workflows, copy, designs, and other materials are owned by Third One Group LLC or its licensors and are protected by applicable intellectual property laws.

You may not copy, distribute, modify, reverse-engineer, scrape, or create derivative works based on the platform or its content without prior written permission.

By submitting content to Uppercut, including application materials, referral information, Client information, or communications, you grant Uppercut a non-exclusive, worldwide, royalty-free license to use, process, store, display, and transmit that content solely as necessary to provide the Services, operate the platform, administer referrals, manage recruiting workflows, comply with law, and enforce these Terms.

The Uppercut platform is provided “as is” and “as available” without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, or security.

Uppercut does not warrant or guarantee that:

• Any Candidate will be interviewed, hired, or placed.
• Any Client will engage Uppercut.
• Any role will be filled.
• Any Referral Reward will be earned.
• The platform will be uninterrupted, error-free, or completely secure.
• Information provided by users, Referrers, Candidates, or Clients will be accurate or complete.
• Any recruiting outcome will occur.

Recruiting involves uncertainty. Hiring decisions are made by Clients and employers. Uppercut facilitates referrals, recruiting workflows, and reward tracking but does not control hiring outcomes.

To the maximum extent permitted by law, Uppercut will not be liable for:

• Hiring or employment decisions made by Clients or employers.
• Delays in payout processing caused by Stripe, banks, tax verification, or other third parties.
• Loss of data due to system failures, third-party outages, or security incidents.
• Indirect, incidental, special, consequential, exemplary, or punitive damages.
• Lost profits, lost opportunities, lost business, or loss of anticipated referral rewards not yet earned.
• Actions or omissions of Clients, Candidates, Referrers, employers, payment processors, or other third parties.

To the maximum extent permitted by law, Uppercut's total aggregate liability for any claim arising out of or relating to these Terms or the Services will not exceed the greater of:

• The total Referral Rewards actually paid to you by Uppercut in the twelve (12) months preceding the claim; or
• One hundred dollars ($100).

Nothing in these Terms limits liability that cannot be limited under applicable law.

To the extent permitted by law, you agree to indemnify, defend, and hold harmless Uppercut, Third One Group LLC, its affiliates, officers, directors, employees, contractors, and agents from and against claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising from:

• Your violation of these Terms.
• Your violation of applicable law.
• False, inaccurate, misleading, or deceptive information you submit.
• Your misuse of referral links.
• Your attempt to manipulate referral ownership or payouts.
• Your violation of another person's privacy, intellectual property, or other rights.
• Your fraud, misconduct, or abuse of the platform.

This indemnification does not apply to claims arising from Uppercut's own fraud, gross negligence, or willful misconduct.

Uppercut may suspend or terminate your account or access to the platform at any time, with or without notice, if we believe you have:

• Violated these Terms.
• Violated applicable law.
• Submitted false or misleading information.
• Engaged in fraud, abuse, spam, or manipulation.
• Attempted to circumvent Uppercut.
• Created risk for Uppercut, users, Candidates, Clients, or third parties.

Upon termination, your right to use the platform ends immediately.

Pending rewards that have not satisfied all eligibility conditions may be forfeited if your account is terminated for cause. Earned and released rewards are not subject to clawback solely because of account termination, unless fraud, error, or payment reversal is involved.

You may appeal a termination decision by contacting legal@uppercutpay.com within thirty (30) days.

Sections that by their nature should survive termination will survive, including intellectual property, privacy, payout and tax obligations, disclaimers, limitation of liability, indemnification, dispute resolution, and general provisions.

Uppercut may modify, suspend, or discontinue any part of the platform at any time.

We may update these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms on our website and updating the “Last Updated” date. Where appropriate, we may also notify users by email or through the platform.

Your continued use of Uppercut after updated Terms become effective means you accept the updated Terms.

If you do not agree to the updated Terms, you must stop using Uppercut.

These Terms are governed by the laws of the State of New York, without regard to conflict of law principles.

Subject to the arbitration agreement below, any legal action not subject to arbitration shall be brought exclusively in the state or federal courts located in New York, and you consent to the personal jurisdiction of those courts.

Before initiating arbitration or legal proceedings, you agree to contact Uppercut at legal@uppercutpay.com and attempt to resolve the dispute informally.

The notice should include your name, contact information, a description of the dispute, and the relief you seek.

We will attempt in good faith to resolve the dispute within thirty (30) days.

If informal resolution is unsuccessful, any dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Policy, or the Services shall be resolved through final and binding arbitration administered by the American Arbitration Association under its applicable rules.

The arbitration shall be conducted by a single arbitrator.

The arbitrator may award the same damages and relief that a court could award, subject to the limitations in these Terms.

The arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

To the maximum extent permitted by law, you and Uppercut each waive the right to a trial by jury.

You and Uppercut also agree that all claims must be brought only in an individual capacity and not as a plaintiff or class member in any class action, collective action, consolidated action, private attorney general action, or representative proceeding.

The arbitrator may not consolidate more than one person's claims or preside over any class, collective, consolidated, or representative proceeding.

Uppercut will not be liable for delays or failures in performance caused by circumstances beyond our reasonable control, including natural disasters, acts of government, labor disputes, power failures, internet disruptions, cyberattacks, third-party outages, war, terrorism, civil unrest, or other events outside our reasonable control.

For questions regarding these Terms of Service, contact:

Legal: legal@uppercutpay.com
Privacy: privacy@uppercutpay.com
General: hello@uppercutpay.com

Mailing address available upon request.

Copyright 2026 Third One Group LLC. All rights reserved.