Referral Program Terms and Conditions

Last updated: June 15th, 2025

These Referral Program Terms and Conditions (“Terms”) govern your participation in micro1 Inc.’s (“micro1,” “we,” “our,” or “us”) Referral Program (the “Program”) and use of the related website at www.micro1.ai/referral-program or micro1.ai/data-partnerships (the “Site”). BY CLICKING A BOX OR OTHERWISE INDICATING YOUR ACCEPTANCE TO THESE TERMS OR BY SUBMITTING A REFERRAL THROUGH THE SITE, YOU (“YOU”) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD OUR PRIVACY POLICY, AND YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU DO NOT HAVE OUR PERMISSION TO PARTICIPATE IN THE PROGRAM OR USE THE SITE.

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. 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

  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. the Eligible Participant refers the Candidate or Company to micro1 through the Site or as otherwise specified by us;
    2. the Candidate or Company is not an existing lead, applicant, client, customer, or prospect in our system;
    3. 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. 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.
  1. Referral link use and conduct. You agree that your use of any referral link, referral code, 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. impersonate micro1 or any micro1 employee, contractor, or representative, or otherwise misrepresent your identity, role, or relationship with micro1;
    2. 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. make any promises, guarantees, or representations regarding employment, project placement, compensation, hiring outcomes, interview success, acceptance rates, or future work with micro1;
    4. 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. 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. 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.
  2. Referral Payouts. ‍
    1. General. Eligible Participants will be eligible to receive a referral payout for a Qualified Referral as set forth herein (the “Referral Payout”). Referral Payout amounts and eligibility criteria will be communicated through the Site. Each Referral Payout is a gross amount inclusive of, and you are solely responsible for, any applicable taxes, withholding, and fees.
    2. Third-Party Payment Processor. Any Referral Payout will be made to you through third-party “Payment Processors” (e.g., Shopify or Stripe) we utilize. 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. 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. 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. 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. 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 referral, 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. 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. Licenses

  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.
  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.

5. 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.

6. 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.

7. 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; or (d) any dispute or issue between you and any third party. 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.

8. Disclaimers; No Warranties.

  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.

9. Limitation of Liability

  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.

10. Miscellaneous

  1. General Terms. These Terms, together with the Privacy Policy available at: https://www.micro1.ai/legal/privacy-policy (the “Privacy Policy”), 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.
  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.ol_item-rom