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These Expert Referral Program Terms and Conditions (this “Agreement”) describe the terms and conditions by which you (“you,” “your” or “Participant”) may participate in the expert referral program (the “Referral Program”) of Mercor.io Corporation (the “Company,” “we,” “our,” or “us,” and together with Participant, the “Parties,” and each, a “Party”). By clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by the terms and conditions of this Agreement. The Company reserves the right to modify this Agreement. This Agreement applies to all participants in the Referral Program.

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1. Eligibility and Qualification

1.1      Participant may provide the Company with referrals of candidates for consideration to engage with the Company as an expert consultant (“Candidates”) pursuant to the terms and conditions of this Agreement. 1.2      In order to participate in the Referral Program, Participant and the Candidate they refer must each only have one active, separate and unique account with the Company. 1.3      Participant may not participate in the Referral Program by using duplicate or shared accounts with the Company. 1.4      Full-time employees of the Company may not participate in the Referral Program. 1.5      Participant may refer Candidates to the Company for specific project listings or in general. 1.6      Participant acknowledges that the Company shall have the right to: (a) consider and retain any candidate referred to the Company by any third party, including but not limited to other recruiting agencies and the Company’s own employees; and (b) consider and retain any candidate identified through its own searches. 1.7      For the sake of clarity, the Company shall be under no obligation to consider any Candidates introduced by Participant. The Company shall determine, in its sole discretion, whether or not to proceed with any Candidate. 1.8      Participant shall not use unsolicited, unauthorized, deceptive, unlawful, repetitive, harassing, abusive, coercive, misleading, or spam-like communications in connection with the Referral Program. All referral outreach must be lawful, consent-based, accurate, and compliant with applicable anti-spam, privacy, consumer protection, electronic communications, platform, and messaging rules. 1.9      The Company reserves the right to, in its sole discretion, suspend or remove Participant from the Referral Program and cancel or withhold any Placement Fees due to any instances of alleged or actual fraudulent or misleading referral attributions. 1.10      The Company may, in its sole discretion, review eligibility and suspend, remove, or disqualify Participant, affected referrals, or Candidates, and cancel or withhold any Placement Fees or Referral Earnings Share for any actual or suspected violation. Determinations may be based on all available relevant information, but will not be made solely on external complaints or publicly available information; no explanation, evidence, appeal, or further detail is required except as required by law. 1.11      The Company reserves the right to modify, pause, or end the Referral Program at any time with or without prior notice to Participant.

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2. Enrollment

Referrals Participant must register with the Company to receive a unique attribution code used to track which Participant is associated with a Candidate (a “Referral Link”). When a Candidate uses Participant’s Referral Link, their referral will be automatically tracked. Candidates will be linked to Participant by using the Participant’s Referral Link or entering the Participant’s registered email when signing up on the Company’s platform. Participant may submit support tickets via the Company’s platform with respect to referral linking and payment issues, and may use the Company’s platform for reminder communications to Candidates; provided that Mercor reserves the right to disable or remove any such communications, including without limitation due to unprofessional, discriminatory, or inappropriate language.

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3. Referral Earnings and Payment

3.1      Expenses The Company shall have no obligation to reimburse Participant for costs or other out-of-pocket expenses incurred by Participant in referring Candidates. No fees, payments, or reimbursements of any kind shall be payable to Participant except as expressly set forth in this Section 3. 3.2      Referral Earnings Share Subject to the terms and conditions of this Section 3, if a Candidate introduced by Participant is linked to Participant in accordance with this Agreement and is engaged by the Company as an expert consultant, the Company shall pay Participant an earnings share equal to twenty percent (20%) of the Candidate’s earnings through the Company including but without limitation, hourly earnings, bonuses, and one-time payments (the “Referral Earnings Share”), up to the applicable cap for that Candidate (the “Earnings Cap”). 3.3      Earnings Cap The Earnings Cap is determined based on the first job offer accepted by the Candidate after establishing a referral linkage to the Participant: (a)      Hourly contracts: The Earnings Cap equals four (4) times the hourly rate of the first accepted offer. (b)      Daily/task-based or deliverable-based contracts (DBCs) that are eligible for the Referral Program: The Earnings Cap is the amount explicitly set in the applicable contract or engagement terms. (c)      Instant Offers: Instant Offer engagements follow the same Earnings Cap determination process described above, based on the contract type under which the Instant Offer is made, provided that the Instant Offer is the first accepted offer by the Candidate after referral linkage. Cap locking: The Earnings Cap is locked at the Candidate’s first accepted offer and does not change if the Candidate later accepts other offers with different hourly rates or earnings structures than the first accepted offer. 3.4      Payment Placement Fees will be due and payable to the applicable Participant after a Candidate referred by Participant in accordance with this Agreement accepts the engagement as an expert consultant and completes the project as specified in their contract with the Company, and provided that such Candidate is not an Ineligible Candidate (as defined below). Payments of Placement Fees will be processed weekly, and will typically be issued on a weekly basis via the Company’s payment platforms and systems. Participant acknowledges and agrees that they shall be solely responsible for all federal, state, and local taxes and withholding with respect to payment of Placement Fees. 3.5      Ineligible Candidates Notwithstanding anything to the contrary in this Agreement, no Placement Fees shall be due to Participant for referrals of Ineligible Candidates. “Ineligible Candidate” means a Candidate referred by Participant to the Company who: (a)      was already an employee or independent contractor of the Company; (b)      did not use Participant’s active Referral Link or enter Participant’s email at the time of their submission to be an expert consultant; (c)       requests to delink from Participant or otherwise opts out of their inclusion in the Referral Program; (d)      is referred to the Company as a result of any attempt by or on behalf of the Participant to receive Placement Fees whereby either the Participant or referral is misrepresented, hidden, or altered during the Candidate’s application or engagement process; (e)       fails to satisfy any eligibility, compliance, or conduct requirements applicable at the time of the Candidate’s application, including this Agreement and all Mercor policies, rules and standards then in effect, as determined by the Company in its sole discretion; (f)        before the date of referral: (i)        sought to be an expert consultant on the Company’s platform; (ii)       was referred to the Company by a third party; or (iii)     was recruited by the Company to be an expert consultant. 3.6      Referral Review (Disputes) (a)      In the event that a Candidate is found to be an Ineligible Candidate, or Participant or a Candidate believes that they have been incorrectly linked with other referrers or Candidates for purposes of Placement Fees, they may request that the Company’s Talent Success team review such referral (a “Referral Review”). A request for a Referral Review may only be filed if such Candidate has not yet been engaged by the Company, and must be filed within seven (7) days of a receipt of a decision of eligibility or ineligibility of a referral by the Company. (b)      If a Referral Review is requested under this Section 3.6, a support ticket will be created for the Company’s Support team. The Company may, in its sole discretion, require the Participant to provide supporting evidence to verify eligibility. Such evidence must demonstrate the candidate’s explicit acknowledgement of the referral and may include written communications (e.g., email, text, or messaging screenshots) that clearly identify the candidate, the referring Participant, and the timing of the acknowledgement. The Company may disregard evidence that is incomplete, unverifiable, or derived from audio or video communications. (c)       Based on the Company’s review of a Referral Review, Mercor may, in its sole discretion, take actions such as removing links between referrers and Candidates, linking Candidates to new referrers, and adjusting dates of referral for purposes of eligibility for Placement Fees. (d)      Once a Candidate has been relinked or delinked after a Referral Review, such decision shall be considered final. 3.7      Contract Types and Terms (a)      Deliverable-based contracts in the form of work trials and Rubric Academy Fellowship (to assess Candidates’ fit for projects) are ineligible for the Referral Program. (b)      Subject to the Earnings Cap, Participant may earn Referral Earnings Share across multiple projects undertaken by the Candidate through the Company, provided that the referral earnings for the Participant have not reached the Earnings Cap locked for that Candidate. (c)       The Company reserves the right to adjust the Earnings Cap or treatment of compensation components (e.g., bonuses or one-time payments) prior to a Candidate’s engagement, as determined in the Company’s sole discretion, and consistent with this Agreement. (d)       Placement or engagement eligibility is not created by extensions or reclassifications of projects; extensions or reclassifications may be treated as new contracts for Candidates, unless the Company specifies otherwise

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4. Independent Contractor

Participant will refer Candidates pursuant to this Agreement in the capacity of an independent contractor and not as an employee or agent of the Company. Participant shall control the conditions, time, details, and means by which Participant refers Candidates. Participant shall have no authority to commit, act for or on behalf of the Company, or to bind the Company to any obligation or liability, including, without limitation, extending offers of employment or engagement to any Candidate, or making any promises with respect to timing, amount of compensation, job duration, or conditions for termination of engagement or employment.

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5. Indemnification

Participant shall indemnify, defend (at the Company’s option), and hold harmless the Company and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, “Losses”), arising out of or resulting from any claim of a third party arising out of or occurring in connection with Participant’s negligence, willful misconduct, or breach of this Agreement. Participant shall not enter into any settlement without the Company’s or Indemnified Party’s prior written consent.

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6. Compliance with Law

Participant agrees that it is in compliance with and shall comply with all applicable laws, regulations, and ordinances. Participant has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

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7. Entire Agreement

This Agreement constitutes the sole and entire agreement between the Parties with respect to the Referral Program, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

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8. Severability

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

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9. Waiver

No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

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10. Assignment

Participant shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section 10 shall be null and void. No assignment or delegation shall relieve Participant of any of its obligations hereunder.

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11. Governing Law; Dispute Resolution

To the fullest extent permitted by law, this Agreement shall be governed by and construed and interpreted in accordance with Delaware law; provided that any and all claims or disputes relating to, arising from or regarding this Agreement or the Participant’s participation in the Referral Program shall be governed by the terms of Participant’s Worker Agreement with the Company, including without limitation the arbitration terms set forth therein.

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12. Notification Procedures and Changes to this Agreement

The Company may provide notifications to Participant via email notice or written or hard copy notice, or through posting of such notice on the Company’s website, as the Company determines in its sole discretion. The Company reserves the right to determine the form and means of providing notifications to Participant, provided that Participant may opt out of certain means of notification, as required under applicable law or as described in this Agreement or as described in this Agreement. The Company is not responsible for any automatic filtering Participant or its network providers may apply to email notifications sent to the email address Participant provides. The Company may, in its sole discretion, modify or update this Agreement from time to time, and so Participant should review this page periodically. When the Company changes this Agreement in a material manner, the Company will update the ‘last modified’ date at the top of this page and notify Participant that material changes have been made to this Agreement. This Agreement applies to and governs participation in the Referral Program effective as of the start of your participation in the Referral Program. Participant’s continued participation in the Referral Program after any change to this Agreement constitutes acceptance of the new terms and conditions of this Agreement. If Participant does not agree to any part of this Agreement or to any future terms or conditions of this Agreement, do not participate in the Referral Program.