Referral Program Terms and Conditions

1. Accounts and Registration.

To participate in the Program and use the Site, you may need to provide us with personal information, such as your name, email address, and other contact details, and, if you apply to the Influencer Program, information about your social media accounts, audience, and Content performance. You agree that the information you provide is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. Any information you submit to the Site will be processed in accordance with our Privacy Policy. During registration, you may be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe your account is no longer secure, please notify us immediately at support@micro1.ai.

2. Eligibility.

By accessing or using the Site or participating in the Program, you represent and warrant to us that (a) you are at least 18 years old and (b) your access to and use of the Site and participation in the Program is in compliance with any and all applicable laws and regulations; and (c) with the exception of human data experts engaged by micro1, you are not otherwise a current employee or contractor of micro1 or a member of the same family or household of a current employee or contractor of micro1. Subject to micro1’s right to exclude any participant at any time in its sole discretion, an individual who agrees to these Terms and meets all applicable eligibility requirements is an “Eligible Participant”. You must be an Eligible Participant to be eligible for any Referral Payout.

3. Referrals.

3.1 Referral Requirements. Through the Program, you may refer to micro1 (a) individuals as candidates for engagement by micro1 (each, a “Candidate”) and (b) organizations, businesses, or other legal entities for engagement by micro1 (each, a “Company”). Prior to referring any Candidate or Company, you must obtain the consent of the Candidate or, in the case of a Company, of an authorized representative of the Company. By submitting a referral through the Site or otherwise, you represent and warrant that you have provided all notices, and obtained all rights, consents, authorizations, and permissions, necessary to submit the Candidate or Company to us and for us to contact the Candidate or Company, in each case, without violating or infringing applicable law. Subject to these Terms, Eligible Participants will be eligible to receive a Referral Payout for each Candidate or Company referred that meets all of the following criteria (a “Qualified Referral”):

1. (a) the Eligible Participant refers the Candidate or Company to micro1 through the Site or as otherwise specified by us;
2. (b) the Candidate or Company is not an existing lead, applicant, client, customer, or prospect in our system;
3. (c) micro1 determines, in its sole discretion, that the applicable Candidate or Company referred is appropriate and, in the case of a Candidate, has the requisite level of experience for the specific role for which the Candidate was referred; and
4. (d) in the case of a Candidate, the Candidate is placed on a paid project in connection with the role associated with the applicable referral link and meets the other requirements communicated through the Site, including those with respect to Candidate experience level, the Candidate’s tracked hours for the applicable project(s), and the timeframe in which those hours must be billed or tracked after the Candidate is onboarded; or, in the case of a Company, the Company enters into a paid engagement or other commercial arrangement with micro1 and meets the other requirements communicated through the Site, including any minimum contract value and timeframes which must be met.

micro1 reserves the right, in its sole discretion, to determine the original lead source and may change the eligibility requirements for Qualified Referrals at any time. We have no obligation to proceed with any engagement, arrangement, or transaction with any referred Candidate or Company and have the sole right to determine the terms of any such engagement, arrangement, or transaction. We may, at any time and for any reason or for no reason, in our sole and absolute discretion and without notice or liability to you: (i) reject or disqualify any referral, Candidate, Company, or referrer; (ii) determine that a referral is not, or has ceased to be, a Qualified Referral; (iii) suspend, limit, or terminate your access to or participation in the Program; (iv) withhold, delay, reduce, set off against, or refuse to make any Referral Payout; and (v) recover, or require repayment of, any Referral Payout previously made.

3.2 Referral Link Use and Conduct. You agree that your use of any referral link, referral code, sub-affiliate invite link, or participation in the Program must be truthful, transparent, and non-misleading at all times. Without limiting any other obligations under these Terms, you agree that you will not, directly or indirectly:

1. (a) impersonate micro1 or any micro1 employee, contractor, or representative, or otherwise misrepresent your identity, role, or relationship with micro1;
2. (b) hold yourself out as an agent, recruiter, representative, partner, or authorized spokesperson of micro1, or suggest that you have authority to act on micro1’s behalf;
3. (c) make any promises, guarantees, or representations regarding employment, project placement, compensation, hiring outcomes, interview success, acceptance rates, or future work with micro1;
4. (d) engage in any deceptive, misleading, coercive, or unethical conduct in connection with referring Candidates or Companies, including pressuring any Candidate or Company representative, mischaracterizing micro1’s business, or using false or misleading statements to induce participation;
5. (e) use referral links to refer yourself as a Candidate, or refer any Company that you own, control, are employed or engaged by, or in which you have a financial or other beneficial interest, in each case without first disclosing that relationship to us in writing; or
6. (f) use referral links in any manner that violates applicable law or these Terms, or that harms or could reasonably be expected to harm micro1’s reputation, goodwill, or relationships with Candidates, Companies, or third parties.

micro1 reserves the right, in its sole discretion, to suspend or terminate your participation in the Program, invalidate any pending or unpaid Referral Payouts, and take any other action permitted by law or these Terms if micro1 determines that you have violated this section.

3.3 Referral Payouts.

1. (a) General. Eligible Participants will be eligible to receive a referral payout for a Qualified Referral as set forth herein (the “Referral Payout”). For purposes of these Terms (including the provisions on Payment Terms, Right to Withhold and Verify, Clawback and Set-Off, Tax Information and Reporting, and Termination), “Referral Payout” also includes any Sub-Affiliate Bonus and any Influencer Bonus, except where the context requires otherwise. Referral Payout amounts and eligibility criteria will be communicated through the Site. If no Referral Payout is specified on the Site for a Qualified Referral of a given Company (“Company Referral”), the Referral Payout will equal seven and one-half percent (7.5%) of the total license or purchase price paid to Company in connection with such Qualified Referral. Each Referral Payout is a gross amount inclusive of, and you are solely responsible for, any applicable taxes, withholding, and fees.
2. (b) Third-Party Payment Processor. Any Referral Payout will be made to you through third-party Payment Processors we utilize (“Payment Processors”). You authorize us to share your account and transaction information with the Payment Processor. In order to receive your Referral Payout, you will need to create an account with the applicable Payment Processor, and you agree to be bound by the terms and conditions and privacy policies of the applicable Payment Processor.
3. (c) Payment Terms. The timing and manner of Referral Payouts made in connection with the Program are within our sole discretion and will be communicated through the Site. You are solely responsible for reporting and remitting all taxes in connection with any Referral Payouts.
4. (d) Right to Withhold and Verify. micro1 may verify any referral and any Eligible Participant’s identity and eligibility before making a Referral Payout, and may require additional information or documentation as a condition to payment. Without limiting any other provision of these Terms, micro1 may withhold, delay, reduce, condition, set off against, or refuse to make any Referral Payout, in whole or in part, at any time and for any reason or for no reason, in its sole and absolute discretion. Referral Payouts may be subject to a holdback or clearance period communicated through the Site, and no Referral Payout is earned, vested, or payable unless and until micro1 confirms it as payable.
5. (e) Clawback and Set-Off. If micro1 determines, in its sole discretion, that a referral was not (or has ceased to be) a Qualified Referral, that any information you provided was inaccurate, incomplete, or misleading, that you violated these Terms or applicable law, or that the underlying engagement, project, order, or Company arrangement is cancelled, terminated, refunded, charged back, reversed, or unwound or otherwise fails to meet the applicable requirements or thresholds, then micro1 may withhold any unpaid Referral Payout and require you to repay any Referral Payout already made. You agree to repay such amounts promptly upon demand, and micro1 may set off such amounts against any current or future Referral Payouts or any other amounts owed to you. This Section survives termination of these Terms and your participation in the Program.
6. (f) Additional Representations; Compliance. You represent, warrant, and covenant on an ongoing basis that: (a) all information you provide in connection with the Program is accurate, complete, and not misleading; (b) you have the authority and all necessary consents to make each referral and, for any Company, to share the Company’s information with us; (c) neither you nor any Candidate or Company you refer is located in, organized under the laws of, or owned or controlled by a person located in, any country or territory subject to comprehensive economic sanctions, and none of you appears on any government restricted-party, sanctions, or denied-persons list; (d) you will not offer, pay, or share any portion of a Referral Payout with, or otherwise provide any inducement to, any Candidate, Company, their employees, owners, or representatives, or any government official, in connection with a referral; and (e) your participation in the Program complies with all applicable laws, including anti-bribery, anti-corruption, anti-kickback, employment, data-protection, and tax laws, and does not breach any agreement or policy applicable to you, any Candidate, or any Company. You will not engage in any fraudulent, abusive, or manipulative activity in connection with the Program, including creating duplicate, fake, or automated accounts or referrals.
7. (g) Tax Information and Reporting. As a condition to receiving any Referral Payout, you may be required to provide a valid IRS Form W-9 or applicable Form W-8 and any other tax or identifying information we reasonably request, and you authorize us and our Payment Processors to report Referral Payouts to tax authorities as required by law. micro1 may withhold any Referral Payout until the required information is provided and may deduct or withhold any amounts required by applicable law. You are solely responsible for all taxes arising from your participation in the Program.

4. Sub-Affiliate Program.

To the extent we make sub-affiliate features available to you, the following terms apply.

4.1 Sub-Affiliates; Attribution. We may associate an Eligible Participant (a “Sub-Affiliate”) with another Eligible Participant (the “Sponsoring Affiliate”), including where the Sub-Affiliate signs up through a sub-affiliate invite link issued to the Sponsoring Affiliate or is associated with a Company that the Sponsoring Affiliate referred to micro1. Each Sub-Affiliate must separately accept these Terms and is an independent participant in the Program. We make all attribution decisions in our sole discretion under the rules we establish through the Site. A Sub-Affiliate may have only one Sponsoring Affiliate, attribution is set at sign up and may not be changed by you, and where more than one basis for attribution could apply we may use the first valid one. Only direct relationships are recognized; there are no multi-level or downstream relationships or payouts. You will not create or use duplicate or additional accounts, sponsor yourself, or create circular or sham relationships, and we may create, correct, remove, or reassign any attribution at any time.

4.2 Sub-Affiliate Bonus. If we make a sub-affiliate bonus available, a Sponsoring Affiliate may be eligible to receive a bonus (a “Sub-Affiliate Bonus”) in the amount and on the terms we specify through the Site, based on a Referral Payout that its Sub-Affiliate becomes eligible to receive for a Qualified Referral. A Sub-Affiliate Bonus is payable only if and when the underlying Referral Payout is approved and confirmed as payable by micro1, and it will be withheld, reduced, or recovered to the same extent the underlying Referral Payout is. No bonus or other compensation is payable for inviting, recruiting, or signing up a Sub-Affiliate, and we may change or discontinue the Sub-Affiliate Bonus at any time.

4.3 Information Sharing; Conduct. You acknowledge and agree that we may share information about a Sub-Affiliate with its Sponsoring Affiliate, including the Sub-Affiliate’s name or other identifier, join date, the basis for the attribution (including the name of any Company that gave rise to it), referral activity and status, and Sub-Affiliate Bonus status. A Sponsoring Affiliate may use that information only to track its own participation in the Program and must keep it confidential. A Sponsoring Affiliate is solely responsible for its own statements and dealings with anyone it invites to become a Sub-Affiliate and will not (a) represent that any amount of income will or is likely to be earned through the Program, (b) offer, pay, or share any portion of a Referral Payout or provide any other inducement in connection with a person becoming a Sub-Affiliate, or (c) represent that it is an employer, manager, or agent of any Sub-Affiliate. micro1 is not a party to, and has no liability for, any arrangement between a Sponsoring Affiliate and a Sub-Affiliate.

5. Influencer Marketing Program.

To the extent you are approved to participate in our influencer marketing program (the “Influencer Program”), the following terms apply in addition to the rest of these Terms.

5.1 Participation. Participation in the Influencer Program is by application only, and we may approve, reject, limit, suspend, or revoke participation at any time in our sole discretion, including based on audience size, platform, content, or fit with our brand. The Influencer Program is not a separate partner type; you continue to participate in the Program as an Eligible Participant. Through the Influencer Program you may submit Content for our review and, if we approve it, may be eligible for an Influencer Bonus. “Content” means any post, video, caption, copy, image, link, or other material that you create, publish, or propose to publish on any social media or other platform that mentions or promotes micro1 or the Program.

5.2 Program Guidelines. You must comply with all messaging, brand, disclosure, format, and other requirements that we make available through the Site or otherwise communicate to you, including any brand and messaging document (together, the “Program Guidelines”). We may update the Program Guidelines at any time, and they form part of these Terms.

5.3 Pre-Approval of Content. You may not publish any Content that you intend to submit for an Influencer Bonus unless and until we have approved that Content in writing, including through the Site. We may approve, request changes to, or reject any Content in our sole discretion and for any reason or no reason, and we have no obligation to approve, publish, or pay for any Content. Content that you publish must match the version we approved, and you may not make material changes after approval without our further approval. We may require you to edit, correct, or remove any Content at any time, and you will do so promptly after we ask. Our review or approval of Content is for our own purposes only. It is not a representation or warranty that the Content is accurate or lawful, and it does not relieve you of responsibility for the Content or for compliance with these Terms and applicable law.

5.4 Disclosures and Content Standards. You are solely responsible for all of your Content. You will: (a) clearly and conspicuously disclose your relationship with micro1 and that you may receive compensation, as required by applicable law (including the U.S. Federal Trade Commission’s Endorsement Guides), the rules of the applicable platform, and the Program Guidelines; (b) make only truthful statements that reflect your genuine experience and opinion, and not make any statement or claim about micro1, its business, services, data, customers, security or privacy practices, financial performance, or any income or earnings opportunity, other than as permitted by the Program Guidelines or approved by us; (c) not include or disclose any non-public or confidential information of micro1 or of any Candidate, Company, customer, or expert; (d) not publish Content that is unlawful, defamatory, deceptive, obscene, harassing, or discriminatory, that infringes or violates the rights or privacy of any third party, or that we determine is inconsistent with our brand; and (e) comply with the terms, policies, and community guidelines of each platform on which you publish. The restrictions in the section titled “Referral Link Use and Conduct” also apply to your Content.

5.5 Ownership and Rights. As between you and micro1, you retain ownership of your Content, except for micro1’s names, logos, trademarks, and other materials, which remain ours. You represent and warrant that you own or have all rights, licenses, consents, and releases (including from any individual who appears in the Content and for any music, images, or other third-party materials) necessary to create and publish the Content and to grant the foregoing license, and that the Content and our use of it as permitted by these Terms will not violate any law or the rights of any third party. To the extent permitted by law, you waive any moral rights in the Content as against micro1 and its licensees.

5.6 Influencer Bonuses. You may be eligible to receive a bonus (an “Influencer Bonus”) in the amount and on the terms we specify through the Site, which may depend on factors such as platform, follower tier, Content format, and Content performance (including views measured after a period we specify). No Influencer Bonus is payable for Content that was not approved before publication, that differs from the approved version, that violates these Terms or the Program Guidelines, or that is removed or edited before we confirm the bonus is payable, and we may require Content to remain publicly available and unedited for a period we specify. Influencer Bonuses are separate from any other Referral Payouts you may be eligible to receive, are determined and paid in our sole discretion, and are subject to the provisions of these Terms that apply to Referral Payouts (including verification, withholding, clawback, set-off, and taxes). We may change or discontinue any Influencer Bonus, including its tiers, amounts, and timing, at any time, and our approval of Content does not guarantee that any Influencer Bonus will be paid.

5.7 Independent Relationship. You participate in the Influencer Program as an independent party and not as an employee, agent, or representative of micro1. You will present your Content as your own independent views and not as statements made on behalf of micro1.

6. Licenses.

6.1 Limited License. Subject to your complete and ongoing compliance with these Terms, micro1 hereby grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site.

6.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (i) use the Site for any illegal purpose, fraudulent activity, or in violation of any local, state, national, or international law; (ii) infringe, misappropriate, or violate any intellectual property rights in or to the Site, including by reproducing, distributing, publicly displaying, or publicly performing the Site and all Materials (defined below) thereon; (iii) make modifications to the Site; (iv) interfere with or circumvent any feature of the Site, including any security or access control mechanism, or interfere with a user’s enjoyment of the Site; (v) reverse engineer or otherwise attempt to discover the source code of the proprietary software powering any portion of the Site; (vi) use the Site to develop new products and services (including for developing, training, and fine tuning artificial intelligence and machine learning models) without our express written permission; (vii) use, or permit or facilitate others to use, the Site by automated electronic processes, “robots,” “spiders,” “scrapers,” “webcrawlers,” or other computer programs that monitor, copy, or download data or other content found on or accessed through the Site, whether current or archival or that automate submissions of referrals or other information through the Site; or (viii) interfere with the operation of the Site, including by collecting personal information about another user or third party without consent or interfering with or disrupting any network, equipment, or server connected to or used to provide the Site.

7. Confidentiality.

You acknowledge that, through the Program, you may receive or have access to non-public information of micro1 and of its Candidates, Companies, customers, and clients.

7.1 Restrictions. You will hold all Confidential Information in strict confidence, use it solely to participate in the Program, and not publicly disclose, post, publish, or otherwise share it with any third party, including on social media, in any Content, or through any other channel. “Confidential Information” means any non-public information of micro1 or of any Candidate, Company, customer, or client that you learn through or in connection with the Program, including prioritized or target industries, pipeline numbers, company or project volumes, pricing, demand or hiring data, and any other information that could reveal or allow others to infer the strategy, plans, needs, or relationships of micro1 or any client. Confidential Information does not include information that is publicly available through no fault of yours or that micro1 has approved in writing for public release. If you are legally required to disclose Confidential Information, you will give us prompt notice where permitted and disclose only what is required.

7.2 Breach. Any breach of this section is grounds for immediate removal from the Program and termination of your participation in the Program and any related partnership or relationship with micro1, in each case without notice, in addition to the consequences set out in the section titled “Termination” and any other rights or remedies available to us. You agree that a breach may cause irreparable harm for which monetary damages would be inadequate, and that we may seek injunctive or other equitable relief without posting a bond.

8. Modification of these Terms.

We reserve the right to change these Terms on a going-forward basis at any time. You agree to be bound by the most current version of these Terms each time you access or use the Site. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. We may also change the Program Guidelines and any payout amounts, rates, tiers, or criteria communicated through the Site at any time, effective when posted or otherwise communicated to you.

9. Termination.

We reserve the right to terminate your participation in the Program or access to the Site in our sole discretion at any time, without notice to you. We reserve the right to modify or discontinue the Program, in whole or in part, at any time, temporarily or permanently, without notice to you. Upon any termination, suspension, or your ceasing to participate in the Program, all pending and unpaid Referral Payouts are forfeited, except as required by applicable law. The provisions of these Terms that by their nature should survive—including those relating to Referral Payouts (and the withholding, clawback, and set-off of Referral Payouts), your representations and warranties, indemnity, disclaimers, limitation of liability, and the miscellaneous provisions—survive any termination or expiration of these Terms.

10. Indemnity.

To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify micro1, its affiliates, and its and their officers, directors, employees, consultants, licensors, suppliers, and agents (together, the “micro1 Entities”) from and against every claim brought by a third party against a micro1 Entity, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or related to: (a) your unauthorized use of the Site; (b) your violation of any portion of these Terms or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property or other proprietary right or right of publicity, confidentiality, or privacy; (d) any dispute or issue between you and any third party; or (e) any Content, any statement you make about micro1 or the Program, or your communications or dealings with any Sub-Affiliate or prospective Sub-Affiliate. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of the applicable claims.

11. Disclaimers; No Warranties.

11.1 THE SITE IS PROVIDED “AS-IS” AND “AS-AVAILABLE” AND YOUR USE OF IT IS AT YOUR SOLE RISK. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SITE’S OPERATION, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR MICRO1 ENTITIES, OR ANY MATERIALS OR CONTENT MADE AVAILABLE THROUGH THE SITE, WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS OR A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND MICRO1.

12. Limitation of Liability.

12.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MICRO1 ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR PARTICIPATION IN THE PROGRAM OR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, ANY PORTION OF THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MICRO1 ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE MICRO1 ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO ACCESS OR USE ANY PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100 USD.

13. Miscellaneous.

13.1 General Terms. These Terms, together with the Privacy Policy available at: https://www.micro1.ai/privacy-policy (the “Privacy Policy”) and the Program Guidelines, are the entire and exclusive understanding and agreement between you and micro1 regarding the Program and your use of the Site. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Nothing in these Terms will be construed to place you and micro1 in an agency, employment, franchise, joint venture, or partnership relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

13.2 Governing Law and Venue. These Terms are governed by the laws of the state of California without regard to conflict of law principles that would result in the application of the laws of another jurisdiction. You and micro1 submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California, for resolution of any lawsuit or court proceeding permitted under these Terms.