Claru Referral & Affiliate Master Agreement

Program Summary

This Claru Referral & Affiliate Master Agreement (this “Master Agreement” or this “Agreement”) is entered into between Reka AI, Inc., a Delaware corporation, doing business as Claru (“Claru”), and the person or entity that accepts it at partner signup (“Referring Party”) (each a “Party” and, collectively, the “Parties”). This Agreement consists of this Program Summary and the Referral Terms and Conditions set out below (the “Referral Terms”). Any capitalized term used but not defined in this Program Summary has the meaning given to it in the Referral Terms. This Agreement states no commercial terms. The commercial terms on which the Referring Party participates in any referral program are stated only in the Program Terms for that Program, which Claru displays in the Claru Platform with that Program and which the Referring Party accepts by activating that Program as provided in Section 3.4.

“Net Payments to Annotators for Accepted Work” means the gross amounts payable by Claru to a Referred Annotator, Referred Team Lead, or Roster Member for Accepted Work, less (i) any applicable transaction fees, including payment processing, payment rails, remittance, and currency-conversion fees or similar fees; (ii) any taxes, withholding, customs duties, import and export taxes, and tariffs applicable to such amounts; and (iii) any amounts that Claru refunds, reverses, or recovers because the acceptance of the underlying work is subsequently withdrawn under Claru's quality-control process. Amounts payable for Accepted Work are not reduced under clause (iii) or otherwise by reason of a payment to the recipient failing, being returned, or being reversed for banking, payment-rails, account, or similar reasons, as further provided in Section 5.2. This definition states the basis on which commission is calculated; the rate at which it is calculated is the Commission Rate stated in the applicable Program Terms, and the Commission Period within which, and the calendar year against which, a commission accrues are determined under Sections 5.4 and 5.3.

Acceptance

Acceptance occurs in two events: acceptance of this Master Agreement at partner signup, and acceptance of the Program Terms of a Program when the Referring Party activates that Program.

First event — this Master Agreement, at partner signup.

The Referring Party accepts this Master Agreement, the Claru Terms of Service, and the Claru Privacy Policy by checking the corresponding boxes and completing partner signup, or by checking the corresponding boxes when Claru presents these documents to an existing account for acceptance. Checking those boxes has the same legal effect as a handwritten signature. Claru records each acceptance with the accepting account, the date and time of acceptance, and the Version number and Effective Date of this Master Agreement then in effect, and that record identifies the text of this Master Agreement the Referring Party accepted. This Master Agreement is accepted once and governs every Program the Referring Party activates. Accepting it states no commercial terms and does not activate any Program.

Second event — the Program Terms of a Program, on activation.

The Claru Platform shows the Referring Party the Programs available to it. Each of those Programs is displayed with its own Program Terms — the Commission Rate, the Annual Commission Cap, the Commission Period, the Eligible Projects, the Lead Conversion Period, and any Minimum Payment Threshold, together with the Program Terms version and effective date — and, with them, a checkbox by which the Referring Party confirms that it has read and agrees to that Program Terms version. The Referring Party checks that box and selects Activate. That activation is the acceptance of those Program Terms: no signature is required and there is no separate document to sign. On activation Claru issues the referral code or codes for that Program to the Referring Party and records the acceptance as provided in Section 3.4(b). Activation is per Program, and the Referring Party repeats it for each Program in which it wishes to participate.

This Master Agreement is published at claru.ai/referral-affiliate-agreement; the Program Terms of each Program are displayed in the Claru Platform with that Program at the point of activation. The Referring Party may request a copy of the accepted Version, of any accepted Program Terms version, and of the corresponding acceptance records at any time.

3. Claru Rights and Obligations

3.1 Collateral

Claru may deliver to the Referring Party information and marketing materials, including brochures, recruitment publications, and electronic media, which describe the Claru Offering and the opportunity available to Annotators in reasonable detail. The Referring Party acknowledges that Claru may, in its sole discretion, amend or modify any of the foregoing from time to time, and Claru will, on an ongoing basis throughout the Term, notify the Referring Party of any such amendments or modifications as soon as commercially practicable after they take effect.

3.2 Claru's Right of Approval

Claru retains the right, in its sole and absolute discretion, to refuse to register, onboard, or continue to engage any individual or entity as an Annotator, Team Lead, or Roster Member, including any Lead, and to determine what work, if any, is made available to any of them, at what rates, and whether any submitted work is accepted. The Referring Party agrees and acknowledges that the relationship between Claru and any Annotator, Team Lead, or Roster Member is governed solely by the terms of the relevant agreement(s) between Claru and that person, including the Annotator MSA, and that these Referral Terms impose no obligation upon Claru under any agreement between the Referring Party and any third party. Claru has no obligation to make any work available, to accept any work, to make any Project an Eligible Project, or to generate any commission for the Referring Party.

3.3 Changes to a Program; Suspension and Termination of a Program

(a) Discretion. Claru may, in its sole discretion and at any time, modify any term of any Program, including the Commission Rate, the Annual Commission Cap, the basis on which commission is calculated, the Commission Period, the Eligible Projects, the Lead Conversion Period, any Minimum Payment Threshold, eligibility criteria for Referring Parties and for Leads, attribution rules, and payment timing and methods, by publishing a new Program Terms version for that Program under Section 3.4(e). Claru may also modify this Master Agreement, and may suspend any Program, close it to new Referring Parties or new Leads, or discontinue it entirely.

(b) Notice and prospective effect. Any such change takes effect prospectively from the effective date Claru states, which will not be earlier than the date notice is given. Posting the change in the Claru partner portal, or emailing it to the email address on the Referring Party's partner account, constitutes notice for this purpose. Continued participation after the effective date constitutes acceptance of the change; a Referring Party that does not accept a change may withdraw from the affected Program or may terminate under Section 6.2.

(c) Program-wide application; no rate lock. A change to the Program Terms for a Program applies to every Referring Party that has activated that Program from its effective date, including in respect of Referred Annotators, Referred Team Leads, and Roster Members already attributed to the Referring Party before that date. No Commission Rate, Annual Commission Cap, Commission Period, Eligible Project, or other term is locked at the time of a referral, at the time of a Lead's acceptance, at the time of activation, or at any other time. Program Terms are uniform among the Referring Parties that have activated the same Program. An Annual Commission Cap that Claru sets for an individual Referring Party under Section 5.3 is not a Program term; Claru may set it, and may later change it, on the notice and with the prospective effect described in Section 3.3(b), and Section 3.3(d) applies to commission already accrued.

(d) Accrued commission preserved. Commission that has already accrued under Section 5 before the effective date of a change, suspension, or discontinuation remains payable in accordance with Section 5 and is not affected by the change. Commission that has not yet accrued as of that effective date accrues, if at all, only under the changed terms.

(e) Versioning. Each version of this Master Agreement bears a Version number and an Effective Date, and each set of Program Terms bears a Program Terms version and effective date. Where Claru changes this Master Agreement, or the Program Terms for a Program, Claru will publish the changed text as a new version with a new effective date and will retain each prior version together with the acceptance and activation records that refer to it. The current version of this Master Agreement is published at claru.ai/referral-affiliate-agreement, and the Program Terms of each Program are displayed in the Claru Platform with that Program. The Version recorded in the Referring Party's acceptance record identifies the text of this Master Agreement the Referring Party accepted, and the Program Terms version recorded in the Referring Party's activation record for a Program identifies the Program Terms the Referring Party accepted for that Program. Where the Referring Party continues to participate after a later version takes effect under Section 3.3(b), the later version governs from its effective date, and Claru's records identify the version in effect at any given time.

3.4 Program Terms; Activation of Programs

(a) Master framework; two events. This Master Agreement is the master framework governing every Program the Referring Party activates and every referral the Referring Party makes. It states no commercial terms. The Referring Party accepts it once, at partner signup, in the manner described under Acceptance in the Program Summary, and that single acceptance governs every Program the Referring Party activates thereafter. The commercial terms of each Program — including the Commission Rate, the Annual Commission Cap, the Commission Period, the Eligible Projects, the Lead Conversion Period, and any Minimum Payment Threshold — are stated only in the Program Terms for that Program, which the Referring Party accepts separately, for each Program, on activation under Section 3.4(b). The Program Terms for a Program incorporate this Master Agreement by reference, and neither document has effect without the other.

(b) Activation; acceptance per Program; issue of referral codes. The Claru Platform lists the Programs available to the Referring Party. For each of those Programs, Claru displays that Program's Program Terms — including the Commission Rate, the Annual Commission Cap, the Commission Period, the Eligible Projects, the Lead Conversion Period, any Minimum Payment Threshold, and the Program Terms version and effective date — together with, and immediately before, the control by which the Referring Party activates that Program. The Referring Party activates a Program by checking the box confirming that it has read and agrees to the Program Terms version displayed and then selecting Activate (“Activation”). Activation is the Referring Party's acceptance of those Program Terms; no signature is required and there is no separate document to sign, and the Referring Party accepts only the Program Terms version displayed to it at the moment of Activation. Acceptance of Program Terms is acceptance both of those Program Terms and of this Master Agreement. Upon Activation, Claru issues to the Referring Party the referral code or codes, and any corresponding referral link, for that Program, and the Referring Party may submit Leads under that Program from that time. Activation is per Program: Activation of one Program is not Activation of any other, and acceptance of this Master Agreement alone does not activate any Program. Claru records each Activation with the activating account, the Program, the Program Terms version and effective date accepted, the referral code or codes issued, and the date and time of acceptance, and that record identifies the text of the Program Terms the Referring Party accepted. Claru may decline or reverse any Activation in its sole discretion.

(c) More than one Program. The Referring Party may have activated more than one Program at the same time, each with its own Program Terms. Where the Referring Party has activated more than one Program, this Master Agreement applies to each of them, and the Program Terms of a Program apply only to that Program and to the referrals, Eligible Projects, and payments within it. The Annual Commission Cap is an exception: it operates as a single ceiling per Referring Party per calendar year counted across all Programs, as provided in Section 5.3, and is not multiplied by the number of Programs the Referring Party has activated. Where the Programs the Referring Party has activated state different Annual Commission Caps, the highest of those figures is that Referring Party's single Annual Commission Cap for the calendar year, subject to any figure Claru sets for that Referring Party under Section 5.3.

(d) Order of precedence. Where the Program Terms for a Program conflict with this Master Agreement, the Program Terms control as to the commercial terms of that Program — the Commission Rate, the Annual Commission Cap, the Commission Period, the Eligible Projects, the Lead Conversion Period, the Minimum Payment Threshold, and any other commercial term expressly stated in them — and this Master Agreement controls in every other respect, including as to attribution, eligibility, recruitment obligations, program integrity, the basis on which commission is calculated and accrues, statements and disputes, term and termination, confidentiality, limitation of liability, and governing law. Program Terms do not vary this Master Agreement except as expressly provided in this Section 3.4(d).

(e) Changes to Program Terms; discontinuation of a Program. Claru may change the Program Terms for a Program at any time in its sole discretion, and may suspend a Program, close it to new Referring Parties or new Leads, or discontinue it. Claru makes a change by publishing a new Program Terms version for that Program bearing a new effective date, on the notice and with the prospective effect described in Section 3.3(b). A change takes effect prospectively from the effective date Claru states, which will not be earlier than the date notice is given, and applies from that date in respect of Referred Annotators, Referred Team Leads, and Roster Members already attributed to the Referring Party within that Program. Continued participation in the Program after that effective date constitutes acceptance of the new Program Terms version; a Referring Party that does not accept it may withdraw from that Program or may terminate under Section 6.2. Commission that has already accrued under Section 5 before that effective date remains payable in accordance with Section 5 and is not affected, as provided in Section 3.3(d), and commission that has not yet accrued as of that effective date accrues, if at all, only under the new Program Terms version. Claru retains each prior Program Terms version together with the Activation records that refer to it, as provided in Section 3.3(e). Withdrawal from, suspension of, or discontinuation of a Program does not of itself terminate this Master Agreement or the Referring Party's Activation of any other Program.

4. Referring Party Recruitment Activities

4.1 Recruitment Obligations

The Referring Party will, at its own expense, promote the opportunity to work on the Claru Platform to prospective Annotators and Team Leads within the Territory, including by establishing relationships with them, by correspondence, by participation in community events, professional meetings, or trade gatherings, or by publication online or in print or broadcast media. The Referring Party may distribute to prospective Leads any materials provided under Section 3.1 (Collateral), provided that the Referring Party may not alter or modify any such materials without Claru's prior written consent. In no event will the Referring Party purport to make representations or warranties on Claru's behalf, or purport to act as an agent of Claru for any purpose, and all recruitment and promotional information provided or distributed by the Referring Party will strictly conform to the materials Claru has provided under Section 3.1.

4.2 Onboarding

Where a Lead wishes to work on the Claru Platform, the Referring Party will direct that Lead to the registration path Claru provides. Claru has sole authority to determine the rates paid to Annotators, Team Leads, and Roster Members, the terms on which work is made available, and whether work is accepted, and Claru has sole responsibility for paying Annotators. Claru has no obligation to onboard any Lead and no obligation to obtain any signed Annotator MSA.

4.3 Use of Trademarks

Claru hereby grants to the Referring Party during the Term a non-exclusive, non-transferable, non-sublicensable license to use the Claru name and logo, in the form provided and/or approved by Claru in writing (the “Marks”), in the Territory solely for purposes of fulfilling its obligations under this Agreement, in accordance with the terms hereof. Claru reserves the right to deny or approve, in its sole discretion, any use of the Marks by the Referring Party and/or to otherwise revoke the rights granted herein. The Referring Party agrees not to apply for registration of any Mark, name, URL, or other mark confusingly similar to any Mark, anywhere in the world, and not to challenge the registration of the Marks. The Referring Party also agrees it will not misrepresent its relationship with Claru nor imply to any Lead or to the marketplace, in any form of communication (including website, email, social media, messaging groups, event, or other promotional material), that it is anything more than an independent referral source for Claru, or that it is an employer, agent, recruiter of record, or paymaster for any Annotator.

4.4 Recruitment Limitations

The Referring Party will undertake all measures necessary to ensure that its activities under this Agreement comply in all respects with all applicable laws, statutes, regulations, ordinances, and other rules promulgated by governing authorities having jurisdiction over the Parties or the Claru Offering, including laws governing recruitment, employment agency and labor intermediation, unfair trade practices, bribery and corrupt practices, deceptive or misleading advertising, privacy, and data protection. Without limiting the foregoing, the Referring Party will not:

• (i) charge, request, or accept any fee, deposit, deduction, equipment cost, training cost, or other payment from any Lead, Referred Annotator, Referred Team Lead, or Roster Member in connection with their referral to, registration with, or work on the Claru Platform;
• (ii) make any false or misleading representation about Claru, the Claru Offering, the Claru Platform, any Program, or the nature of the relationship between Claru and an Annotator;
• (iii) make any representation, warranty, or guarantee concerning earnings, work volume, work availability, rates, acceptance rates, payment timing, or continued engagement, or otherwise represent expected or typical earnings on the Claru Platform, except by reproducing without alteration a statement Claru has provided for that purpose under Section 3.1;
• (iv) recruit any individual below the minimum age Claru specifies for Annotators, or any individual whose engagement would breach applicable law or any Claru policy; or
• (v) collect, retain, or transfer personal data of any Lead or Annotator other than as necessary to make a referral under this Agreement and in compliance with applicable data-protection law.

The Referring Party acknowledges that Claru derives substantial value from the goodwill associated with the Claru Offering, and will take all measures necessary to ensure that its activities conform to industry standards of professionalism and fair practice. Claru has the right to terminate this Agreement where Claru determines in its reasonable discretion that the Referring Party has failed to meet any of the foregoing standards. The Referring Party further agrees to indemnify, defend, and hold harmless Claru, its officers, directors, and employees, from and against any losses, liabilities, costs (including reasonable attorneys' fees), or damages resulting from any claim by a third party relating to any false statement or misleading representation made by the Referring Party contrary to this Section 4.4.

4.5 Program Integrity; Anti-Fraud

(a) No self-referral. The Referring Party may not refer itself, and may not refer, or accept attribution for, any account that the Referring Party owns, controls, operates, holds credentials for, or acts for, or any account held by a member of the Referring Party's household. No commission accrues on the Referring Party's own Accepted Work in any capacity. The absence of any technical control preventing a self-referral in a given case does not make that self-referral permitted.

(b) No duplicate or manufactured referrals. The Referring Party may not create, or cause to be created, duplicate, synthetic, dormant, or otherwise artificial accounts, and may not re-refer, or attempt to re-attribute, an individual who is or has been an Annotator, Team Lead, or Roster Member, including by activating a further Program.

(c) No incentivised or misleading recruitment. The Referring Party may not offer any payment, rebate, kickback, or other inducement to a Lead in exchange for registering, and may not use misleading claims, fabricated testimonials, undisclosed paid endorsement, spam, or any recruitment practice that misrepresents Claru, the work, or the earnings available. Section 4.4(iii) applies to any statement about earnings potential.

(d) Withholding and reversal. Claru may withhold, suspend, reduce, or reverse any commission that Claru determines in its reasonable discretion is attributable to a referral that is fraudulent, duplicative, self-dealing, obtained in breach of this Section 4.5 or Section 4.4, or otherwise made in bad faith, and may recover any such commission already paid. Claru may suspend commission accrual and payment while it investigates, and will notify the Referring Party of a withholding or reversal and the general basis for it. This Section 4.5(d) is an exception to Section 5.2 and to Section 3.3(d).

(e) Cooperation. The Referring Party will cooperate promptly and in good faith with any Claru investigation under this Section, including by providing records of its recruitment activity.

5. Commission and Payment

5.1 Commission

Subject to this Section 5 and to Sections 3.3, 3.4, and 4.5, Claru will pay the Referring Party, in respect of each Program the Referring Party has activated, the Commission Rate stated in the applicable Program Terms of Net Payments to Annotators for Accepted Work performed by that Referring Party's Referred Annotators, Referred Team Leads, and Roster Members on the Eligible Projects stated in those program Terms. Commission accrues only on Accepted Work performed on an Eligible Project. Where the applicable Program Terms state a Commission Rate for each Eligible Project rather than a single Commission Rate for all of them, commission is calculated on each Eligible Project's amounts at the Commission Rate stated for that Eligible Project; where Accepted Work spans more than one Eligible Project, commission is calculated separately on each Eligible Project's amounts. Except as set out in this Section 5, Claru has no obligation to pay, and the Referring Party has no right to receive, any share of revenues received by Claru from any customer, or any other amount. Claru will pay amounts payable under this Section within thirty (30) days after the end of each calendar month in which the corresponding commission accrued, to the payment account the Referring Party maintains with Claru, subject to Section 5.7 and to the Referring Party maintaining a valid payment account with Claru. Claru may carry forward an amount below the Minimum Payment Threshold, if any, stated in the applicable Program Terms until the Referring Party's unpaid commission reaches that threshold.

5.2 Commission Is Earned on Amounts Payable, Not on Successful Delivery of Funds

Commission accrues, at the time of the payment run in which Claru processes the payment (Sections 5.3 and 5.4), on amounts payable by Claru to a Referred Annotator, Referred Team Lead, or Roster Member for Accepted Work. Commission is not contingent on those funds successfully reaching the recipient. If a payment to a Referred Annotator, Referred Team Lead, or Roster Member fails, is rejected, is returned, is reversed, is delayed, or must be re-issued for any banking, payment-rails, account, compliance-screening, correspondent-bank, or similar reason, the recipient has nonetheless earned the amount in respect of Accepted Work, and the corresponding commission remains due to the Referring Party and will not be reduced, withheld, reversed, or clawed back on that ground. This Section 5.2 is subject only to (i) Section 5.3 (Annual Cap), (ii) the deductions expressly listed in the definition of Net Payments to Annotators for Accepted Work, including a reversal because acceptance of the underlying work was withdrawn, and (iii) Section 4.5(d) (fraudulent, duplicate, or bad-faith referrals).

5.3 Annual Cap

The total commission that accrues to any one Referring Party in a calendar year is capped at that Referring Party's Annual Commission Cap — the Annual Commission Cap stated in the applicable Program Terms, unless Claru has set a different figure for that Referring Party under this Section 5.3. The Annual Commission Cap is a single ceiling per Referring Party per calendar year. It is counted across all Programs, Projects, Referred Annotators, Referred Team Leads, and Roster Members attributed to that Referring Party, and there is no separate cap per Program or per Project; where the Programs the Referring Party has activated state different Annual Commission Caps, Section 3.4(c) determines the single figure that applies. A commission counts against the calendar year in which the payment run occurs — that is, the calendar year in which Claru processes the payment to the Referred Annotator, Referred Team Lead, or Roster Member on which that commission is calculated — and not the calendar year in which the underlying work was performed or accepted. Accepted Work that is accepted in one calendar year but paid in a payment run occurring in the following calendar year counts against the later year's cap. Where a commission would take the Referring Party's calendar-year total above the Annual Commission Cap, that commission is prorated so that the calendar-year total equals the Annual Commission Cap exactly. Once the Annual Commission Cap is reached, no further commission accrues to that Referring Party for the remainder of that calendar year: payment runs occurring during the remainder of that calendar year generate no commission, and the commission forgone does not carry forward into any later year. Accrual resumes on 1 January of the following calendar year, against a new Annual Commission Cap, for payment runs occurring on or after that date in respect of Referred Annotators, Referred Team Leads, and Roster Members whose Commission Period under Section 5.4 has not ended. Claru may set an Annual Commission Cap for an individual Referring Party that is higher or lower than the Annual Commission Cap stated in the applicable Program Terms by publishing that figure to that Referring Party in the manner described in Section 3.3(b); the published figure is that Referring Party's Annual Commission Cap for payment runs occurring on or after the effective date Claru states, and Section 3.3(d) applies to commission already accrued.

5.4 Commission Period

Each Referred Annotator has a Commission Period beginning on that Referred Annotator's Attribution Date and running for the period stated in the applicable Program Terms. Commission accrues in respect of a Referred Annotator only on payments for that person's Accepted Work that Claru processes in a payment run occurring during that person's Commission Period. The date of the payment run is the only test; the date on which the underlying work was performed or accepted does not determine whether a payment falls within the Commission Period. Accordingly, Accepted Work that is accepted before the Commission Period ends, but for which Claru processes payment in a payment run occurring after the Commission Period ends, generates no commission. After the Commission Period ends, no further commission accrues in respect of that Referred Annotator, whether or not that person continues to work on the Claru Platform. Each Referred Annotator has an independent Commission Period running from that person's own Attribution Date. In the case of a Referred Team Lead, a single Commission Period runs from the Referred Team Lead's Attribution Date and applies to payments for the Accepted Work of the Referred Team Lead and of that Referred Team Lead's Roster Members alike, including Roster Members who join the roster after that Attribution Date; no Roster Member has a separate or extended Commission Period. Where a person was attributed to the Referring Party before the Referring Party accepted this Master Agreement and activated the applicable Program, Section 1.12 applies. For the purposes of this Section 5.4 and Section 5.3, the date of a payment run is the date on which Claru processes the payment concerned, determined in Coordinated Universal Time (UTC).

5.5 Statements and Disputes

Claru will make available to the Referring Party, through the partner portal or by another method Claru designates, a statement of commission accrued, updated after each payment run in which commission accrues to the Referring Party. For each commission the statement shows the date of the payment run in which it accrued — which is the date by reference to which the Commission Period under Section 5.4 and the calendar year under Section 5.3 were determined — the Referred Annotator, Referred Team Lead, or Roster Member concerned, the Program, the Eligible Project, the basis amount, the Commission Rate applied, the calendar year against which the commission was counted, the amount, and whether the amount was prorated or reduced to zero under Section 5.3. On request, Claru will confirm to the Referring Party the dates of the payment runs that occurred during a stated period. Claru's records are the primary record of Accepted Work, amounts payable, attribution, Activation, roster membership, payment-run dates, and commission. The Referring Party must raise any dispute about a commission shown on the statement by written notice to Claru within sixty (60) days after the payment-run date shown against that commission, and must raise any contention that commission should have accrued in a payment run and did not by written notice to Claru within sixty (60) days after the date of that payment run. A commission, or the absence of commission for a payment run, that is not disputed within the applicable sixty (60) day period is final.

5.6 Operating Expenses

The Referring Party will bear all expenses it incurs in performing its obligations under this Agreement, including all recruitment, travel, advertising, and communication costs.

5.7 Taxes

The Referring Party will be solely responsible for all national, state, and local sales, use, value-added, personal property, income, and other taxes and levies applicable to any consideration paid or payable by Claru hereunder, or which Claru may otherwise be required to pay or collect upon the payment of any amount hereunder. Should any such tax or levy be assessed against Claru, the Referring Party agrees to pay such tax or levy and to indemnify Claru against losses or expenses associated with any claim for such tax or levy. The Referring Party will provide Claru with any tax documentation Claru reasonably requires (including a valid IRS Form W-9 or W-8 series form, as applicable) before Claru is obliged to make any payment, and Claru may withhold payment until it is provided and may withhold amounts required by applicable law.

6. Term and Termination

6.1 Term

This Agreement commences on the date the Referring Party accepts it and continues until terminated in accordance with this Section 6 (the “Term”). The Referring Party's participation in a Program commences on the date the Referring Party activates that Program under Section 3.4(b) and continues until the Referring Party withdraws from that Program, Claru discontinues it, or this Agreement terminates.

6.2 Termination for Convenience

Either Party may terminate this Agreement, in whole or in part, for convenience at any time upon thirty (30) days' prior written notice to the other Party. The Referring Party may withdraw from any Program at any time by the method Claru provides, without terminating this Agreement. Claru may also terminate this Agreement immediately upon discontinuation of all Programs under Section 3.3.

6.3 Termination for Breach

Either Party may, at its option, terminate this Agreement, in whole or in part, in the event of a material breach by the other Party that remains uncured (to the extent curable) for a period of thirty (30) days following receipt of written notice by the breaching Party of such breach. Further, this Agreement may be terminated by Claru upon ten (10) days' prior written notice to the Referring Party in the event the Referring Party breaches Section 2.6 (Loyalty), and immediately upon notice in the event the Referring Party breaches Section 4.5 (Program Integrity; Anti-Fraud).

6.4 Effect of Termination

Upon any termination or expiration of this Agreement, each Party will return or destroy all of the other Party's Confidential Information then in its possession. Termination or expiration of this Agreement ends the Referring Party's Activation of every Program and the Referring Party's right to use the referral codes issued for them. Termination or expiration will not affect Claru's obligation to pay commission that accrued before the effective date of termination, subject to Section 4.5(d). No commission accrues after the effective date of termination, and, for the avoidance of doubt, termination or expiration ends any remaining Commission Period under Section 5.4. Withdrawal from a Program, or Claru's discontinuation of a Program, ends any remaining Commission Period in respect of referrals within that Program, and does not affect commission that accrued within that Program before that date. Where Claru terminates under Section 6.3 for breach of Section 2.6 or Section 4.5, Claru may withhold commission accrued but unpaid to the extent it is attributable to the breach.

6.5 Survival

Sections 2.4 (Independent Contractors; What the Referring Party Is Not), 2.5 (Ownership), 2.6 (Loyalty), 4.4 (Recruitment Limitations), 4.5 (Program Integrity; Anti-Fraud), 5.7 (Taxes), 6.4 (Effect of Termination), 6.5 (Survival), and Sections 7 (Warranty and Disclaimer; Indemnification) through 10 (General) will survive the termination or expiration of this Agreement.

7. Warranty and Disclaimer; Indemnification

7.1 Mutual Representations

Each Party hereby represents and warrants: (i) that it has the legal right and authority to enter into and perform its obligations under this Agreement; (ii) that the execution and performance of this Agreement will not conflict with or violate any provision of any law having applicability to such Party; and (iii) that this Agreement, when accepted, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms. The individual accepting this Agreement represents that they are at least eighteen (18) years of age and, where accepting on behalf of an entity, that they have authority to bind that entity. The same representations are made by the individual accepting any Program Terms on Activation.

7.2 Referring Party's Representations and Warranties

The Referring Party further represents and warrants to Claru that (a) it will comply with all applicable laws, rules, and regulations applicable to its activities and obligations hereunder, including laws governing recruitment and labor intermediation, unfair trade practices, bribery, corrupt practices, deceptive or misleading advertising, privacy, and data protection, and will create, maintain, and retain all records and documents reasonably necessary to demonstrate its full compliance with each such law, rule, and regulation; (b) it will conduct its business in a manner that reflects favorably at all times on the Claru Offering and the good name, goodwill, and reputation of Claru; (c) it will not make any false or misleading representations with regard to Claru, the Claru Offering, or the earnings or work available to Annotators; and (d) it will not make any representations, warranties, or guarantees with respect to specifications, features, or functionality of the Claru Offering.

7.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLARU DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, NON-INTERFERENCE, SYSTEM INTEGRATION OR ACCURACY OF ANY INFORMATION PROVIDED HEREUNDER. WITHOUT LIMITING THE FOREGOING, CLARU MAKES NO REPRESENTATION OR WARRANTY AS TO THE VOLUME OR AVAILABILITY OF WORK, THE ACCEPTANCE OF ANY WORK, THE AMOUNTS PAYABLE TO ANY ANNOTATOR, THE CONTINUED AVAILABILITY OF ANY PROGRAM OR ELIGIBLE PROJECT, OR ANY LEVEL OF COMMISSION. THE FOREGOING DISCLAIMER IS MADE SOLELY WITH RESPECT TO THIS AGREEMENT.

7.4 Indemnification

Claru agrees to indemnify, defend, and hold harmless the Referring Party, its officers, directors, and employees, from and against any losses, liabilities, costs (including reasonable attorneys' fees), and damages resulting from any claim by a third party relating to any allegation that the Marks, when used by the Referring Party as authorized herein, infringe a third party's trademark in the United States.

8. Limitation of Liability

8.1 Exclusions of Remedies

EXCEPT WITH RESPECT TO LIABILITY ARISING FROM (A) BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS, (B) A PARTY'S INDEMNIFICATION OBLIGATIONS, (C) MISAPPROPRIATION BY A PARTY OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR (D) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (COLLECTIVELY, “EXCLUDED LIABILITY”), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

8.2 Limitation of Liability

WITHOUT LIMITING THE PROVISIONS OF SECTION 8.1, EXCEPT WITH RESPECT TO EXCLUDED LIABILITY, THE CUMULATIVE LIABILITY OF EACH PARTY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE GREATER OF: (I) THE TOTAL CASH AMOUNT PAID TO THE REFERRING PARTY BY CLARU UNDER SECTION 5.1 DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT, OR OMISSION GIVING RISE TO SUCH LIABILITY; OR (II) ONE THOUSAND DOLLARS ($1,000.00). THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE FOREGOING LIMITATIONS OF LIABILITY UNDER THIS SECTION 8 ARE SOLELY MADE WITH RESPECT TO THIS AGREEMENT.

9. Confidentiality

9.1 Ownership

The Parties acknowledge that during the performance of this Agreement, each Party will have access to certain of the other Party's Confidential Information. All Confidential Information is proprietary to the disclosing Party or such third party, as applicable, and will remain the sole property of the disclosing Party or such third party. Each Party agrees as follows: (i) to use the Confidential Information only for the purposes described herein; (ii) that such Party will not reproduce the Confidential Information and will hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party; (iii) that, except as required in performance of a Party's obligations under this Agreement, neither Party will create any derivative work from Confidential Information disclosed to such Party by the other Party; (iv) to restrict access to the Confidential Information to such of its personnel, agents, and consultants, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this Agreement; and (v) to return or destroy all Confidential Information of the other Party in its possession upon termination or expiration of this Agreement. In the event of any unauthorized disclosure or loss of Confidential Information, the receiving Party will notify the disclosing Party as soon as possible.

9.2 Exceptions

The foregoing provisions will not apply to Confidential Information that: (i) is or becomes publicly available or enters the public domain through no fault of the receiving Party; (ii) is rightfully communicated to the receiving Party by persons not bound by confidentiality obligations with respect thereto; (iii) is already in the receiving Party's possession free of any confidentiality obligations with respect thereto at the time of disclosure; (iv) is independently developed by the receiving Party; or (v) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (1) to comply with the order of a court or other governmental body or applicable law, provided the Party making the disclosure pursuant to the order will first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (2) to establish a Party's rights under this Agreement.

9.3 Personal Data

The Referring Party will process any personal data of Leads, Annotators, Team Leads, or Roster Members obtained in connection with this Agreement only as necessary to perform under this Agreement, in accordance with applicable data-protection law and the Claru Privacy Policy, and will not sell, share, or repurpose such data. This obligation survives termination.

10. General

10.1 Entire Agreement; Amendment

This Agreement, together with the Program Terms of each Program the Referring Party has activated, the Claru Terms of Service, and the Claru Privacy Policy, constitutes the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written and oral agreements with respect to the subject matter. Except as expressly provided in Section 3.3 (Changes to a Program) and Section 3.4 (Program Terms; Activation of Programs), which the Referring Party expressly agrees govern modifications to this Agreement and to the Program Terms, no modification will be binding unless it is in writing and agreed by both Parties.

10.2 Relationship of Parties

The Parties hereto are independent contractors. Nothing in this Agreement will be deemed to create an agency, employment, partnership, fiduciary, or joint venture relationship between the Parties. Neither Party is the representative of the other Party for any purpose and neither Party has the power or authority as agent, employee, or in any other capacity to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other Party for any purpose whatsoever. Section 2.4 applies in addition to this Section.

10.3 Governing Law

This Agreement will be governed in accordance with the laws of the State of California without reference to its conflicts of law principles. The Parties agree that the exclusive jurisdiction of any actions arising out of this Agreement will be in the state or federal courts, as applicable, located in Santa Clara County, California.

10.4 Severability

If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such term or provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

10.5 Assignment

The Referring Party may not assign this Agreement or any of its rights or obligations hereunder to a third party without Claru's written consent. Any assignment in violation of the foregoing is null and void. Claru may assign this Agreement, in whole or in part, without the Referring Party's consent. This Agreement inures to the benefit of Claru's successors and assigns.

10.6 Conflict

To the extent that there is any conflict between or among the terms of this Agreement and the Program Terms, the terms will govern according to the following order of precedence solely to the extent of conflict: 1) the Program Terms, as to the commercial terms of the Program to which they apply and only as provided in Section 3.4(d); 2) the Program Summary; and 3) the Referral Terms. An Annual Commission Cap Claru publishes to an individual Referring Party under Section 5.3 governs over the Annual Commission Cap stated in the applicable Program Terms for that Referring Party.

10.7 Waiver

Failure to enforce or a waiver by either Party of one default or breach of the other Party will not be considered to be a waiver of any subsequent default or breach.

10.8 Notices

All notices required or permitted hereunder will be in writing, delivered personally, by email, or by nationally recognized overnight courier (e.g., FedEx) at the Parties' respective addresses set forth in the Program Summary or, in the case of the Referring Party, as recorded in its partner account (provided, however, any legal notices that are sent via email must also be delivered personally or by nationally recognized overnight courier). All notices will be deemed effective upon personal delivery, or when received if sent by email or overnight courier (and with respect to legal notices, such notice will be deemed effective upon receipt by overnight courier). Notice of a change to this Agreement or to any Program Terms may be given as provided in Section 3.3(b). The Referring Party is responsible for keeping its account contact details current.

10.9 Electronic Acceptance and Records

The Parties agree that this Agreement and any Program Terms may be accepted electronically, that an electronic acceptance record has the same effect as an original signature, and that Claru's record of the accepting account, the date and time of acceptance, the Version and Effective Date of this Master Agreement accepted, and the Program, Program Terms version and effective date, and referral code or codes recorded on Activation is admissible evidence of acceptance and of the text accepted. The Parties further agree that displaying the Program Terms of a Program with that Program at the point of Activation, and recording the Referring Party's acceptance of the version so displayed, gives the Referring Party notice of those Program Terms and a reasonable opportunity to review them before accepting them.

10.10 Force Majeure

Neither Party will be liable to the other for failure to fulfill obligations hereunder if such failure is due to causes beyond its control, including acts of God, earthquake, fire, flood, embargo, catastrophe, sabotage, utility or transmission failures, governmental prohibitions or regulations, national emergencies, insurrections, riots, or war.

10.11 Construction

Unless otherwise specified herein: (i) the word “including” means “including but not limited to”; and (ii) any reference to days means calendar days. All headings are for convenience only.