Data Vendor Referral Agreement

These terms govern the DataVendor referral program. They apply between Human Union Data, Inc., doing business as DataVendor ("DataVendor", "we", "us"), and you, the referral partner ("you"), from the moment you generate a referral code or submit a referral to us.

DataVendor operates a marketplace and related services for sourcing, reviewing, listing, licensing, and transacting private data, code, task sets, datasets, evaluation assets, and related materials ("Data Supply").

You may introduce potential data vendors, rights holders, aggregators, collaborators, or specific Data Supply opportunities to us. If we accept an introduction and a qualifying transaction closes within the applicable referral window, we pay you the referral fee described below.

These terms cover referral activity only. You are not a reseller, broker, employee, agent, legal representative, or contracting authority of DataVendor.

1. Definitions

Accepted referral means a referral we have taken on. For a general supply referral, that is a referral attributed to you through a referral code the referred party entered during registration or onboarding, and that we have not rejected. For identified supply or rare identified supply, it is a referral we confirm in writing. We may accept or reject any referral at our discretion.

Accepted referral date means the date we record the referred party's registration using your referral code, or, for identified and rare identified supply, the date we confirm the referral in writing.

Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

Buyer means any customer, lab, company, institution, or other purchaser or licensee that pays DataVendor or its Affiliates for access to, use of, licensing of, purchase of, or other transaction involving Data Supply.

Cleared payment means funds we have actually received and can use. It excludes funds that are unpaid, pending, reversed, subject to an active chargeback or refund request, held by a payment provider, or otherwise not finally available to us.

Closes means the date the Buyer and DataVendor enter into the binding transaction document for an eligible transaction, even if payment arrives later.

DataVendor approver means our Chief Executive Officer, founder, Head of Commercial, General Counsel, or another person we designate in writing for referral approvals. No other employee, contractor, CRM entry, email, or chat message creates an accepted referral.

Eligible transaction means a transaction that meets all of the following:

• It directly involves an accepted referral, identified supply, or rare identified supply.
• The Buyer enters into a written order, agreement, license, statement of work, or other binding transaction document with DataVendor or an Affiliate.
• We receive cleared payment for it.
• It closes within the applicable referral window.
• It is not excluded under section 5.

Eligible transaction value means the gross amount we actually receive from the Buyer for an eligible transaction, excluding taxes, refunds, credits, rebates, chargebacks, payment processing fees, duties, penalties, amounts not collected, amounts we are required to return or offset, and third-party pass-through costs. Ordinary supply-side payouts to the referred vendor, rights holder, or seller are not deducted from eligible transaction value unless our written acceptance says the fee is calculated on net revenue instead.

General supply referral means an accepted referral of a data vendor, rights holder, aggregator, or partner where the specific Data Supply was not identified and accepted as identified supply or rare identified supply at the time of referral.

Identified supply means specific Data Supply you identify up front in enough detail for us to evaluate, and that we accept in writing as identified supply.

In-principle rare supply approval means our preliminary written indication that proposed Data Supply may qualify for the rare identified supply rate if you provide the sample or proof we ask for and we give final written approval. It does not by itself create an accepted referral or entitle you to that rate.

Net revenue means what we actually retain from an eligible transaction after paying the underlying data vendor, rights holder, seller, or other supply-side participant, and after excluding taxes, refunds, credits, rebates, chargebacks, payment processing fees, third-party pass-through costs, duties, penalties, amounts not collected, and amounts we are required to return or offset.

Rare identified supply means identified supply we separately approve in writing as rare, strategic, or unusually valuable.

Referral code means the code or link generated from your own vendor account and entered by the referred party during registration or onboarding on DataVendor.

Referral fee means the fee we owe you for an eligible transaction under section 4.

Referral window means 180 days from the accepted referral date, unless our written acceptance states a different period.

Reviewable form means a form that lets us reasonably review the Data Supply: a platform listing, uploaded sample, data dictionary, metadata summary, repository snapshot, task specification, asset description, rights summary, or other materials we reasonably request.

Third-party pass-through costs means transaction-specific amounts paid to payment processors, escrow providers, banks, hosting providers, infrastructure providers, data-processing vendors, or other third-party service providers. It does not include ordinary supply-side payouts to the referred vendor, rights holder, or seller unless our written acceptance says otherwise.

Written acceptance means a schedule, exhibit, order form, or email confirmation accepted by a DataVendor approver that identifies an accepted referral and any special terms for it. A CRM record, referral code record, platform field, or chat message may support operational tracking, but does not create written acceptance on its own.

2. How referrals are attributed and accepted

2.1 General supply referrals

You do not need to submit a general supply referral to us in writing before the referred party registers. Generate a referral code from your vendor account and share it with the vendor, rights holder, aggregator, or partner. They must enter that code during registration or onboarding for the referral to be attributed to you.

A referral code is an attribution mechanism, not a guarantee that a fee will be owed. We may reject, remove, or refuse attribution if the referral is excluded under these terms, was already known to us, was previously submitted by another source, involves unclear or prohibited supply, was entered incorrectly or fraudulently, or otherwise does not qualify.

We may ask you or the referred party for more information where we need it to verify attribution, rights, commercial usefulness, or eligibility.

2.2 Identified and rare identified supply

For identified supply or rare identified supply, submit the proposed referral to us in writing before we can accept it. Include what you have:

• The referred vendor, rights holder, aggregator, or collaborator.
• The specific Data Supply or supply category being introduced.
• Who controls or can authorize that Data Supply.
• Expected data type, volume, quality, format, and buyer use case.
• Any known rights, consent, confidentiality, privacy, client-contract, or ownership issues.
• Any sample, documentation, data dictionary, task specification, or repository description that helps us evaluate it.
• The role you will play after the introduction.

We are not obliged to accept a referral. We may reject one because we already know or are already discussing the same vendor, buyer, supply, or opportunity; another source submitted the same or materially similar referral first; it is incomplete or not commercially useful; the supply has unclear rights, privacy, confidentiality, security, or quality problems; accepting it would violate law, contract, sanctions rules, platform rules, or our own policy; or we simply decide not to pursue it.

No fee is owed unless there is an accepted referral and an eligible transaction closes within the referral window.

3. Referral rates

Unless our written acceptance says otherwise, accepted referrals fall into one of three rates.

3.1 General supply referral at 5 percent

You are eligible for 5% of eligible transaction value on transactions that directly involve the referred vendor, rights holder, or aggregator who registered using your referral code during the referral window.

This rate does not apply to supply, counterparties, buyers, or opportunities we already knew, were already pursuing, or later source independently without material use of your introduction. It also does not apply to supply separately accepted as identified or rare identified supply.

3.2 Identified supply at 7.5 percent

You are eligible for 7.5% of eligible transaction value on transactions involving that identified supply, provided that:

• You identified the specific Data Supply up front.
• We accepted it in writing as identified supply.
• It reaches us in reviewable form within 60 days after the accepted referral date.
• The transaction closes within the referral window.

If it does not reach reviewable form within 60 days, we may reclassify the referral as a general supply referral, extend the deadline in writing, or reject it.

3.3 Rare identified supply at up to 10 percent

You are eligible for up to 10% of eligible transaction value, provided that:

• The supply meets the identified supply requirements above.
• We give in-principle rare supply approval in writing.
• You provide the sample, representative excerpt, rights proof, or other evidence we request within 30 days of that approval.
• We give final written approval as rare identified supply before the transaction closes.
• Our written acceptance states the approved percentage.

Nothing qualifies for this rate unless we approve it in writing, and we maintain our own criteria for what counts as rare, strategic, or unusually valuable. If you do not provide the requested evidence within 30 days, or it does not support rare treatment, we may treat the referral as identified supply, treat it as a general supply referral, extend the deadline in writing, or reject it.

The identified and rare identified rates apply only to the specific Data Supply named in our written acceptance. Other supply from the same vendor is not eligible for 7.5% or the rare rate unless we separately accept that supply in writing at or before the time of referral.

4. Fees and payment

We calculate the fee for each eligible transaction according to the applicable rate.

Fees come out of our own economics. They are never deducted from, charged to, or offset against the payout owed to the referred vendor, rights holder, or seller, unless we separately agree otherwise in writing with that party.

A fee will not exceed 50% of net revenue on the transaction, unless our Chief Executive Officer, founder, or General Counsel expressly approves a different cap in a signed written acceptance referencing this cap. The cap exists so that unusual take rates, vendor payouts, taxes, refunds, or pass-through costs cannot produce economics none of us intended.

We pay earned fees within 30 days after the end of the calendar month in which we receive cleared payment, provided you have supplied the payment and tax information we need. If a transaction closes inside the referral window but cleared payment arrives after it expires, the fee becomes payable once that payment clears and the other conditions are met. If the Buyer pays in installments, we may pay your fee in corresponding installments.

We owe nothing on amounts that are disputed, unpaid, reversed, refundable, subject to an active chargeback or refund request, or otherwise not cleared payment. We may withhold, offset, reduce, or recover fees to account for refunds, credits, rebates, chargebacks, taxes, payment reversals, unpaid amounts, duplicate payments, overpayments, fraud, breach of these terms, or any amount we are legally required to withhold.

If we later refund, credit, reverse, write off, or must return a Buyer payment used to calculate a fee, we may reduce future fees or invoice you for the overpayment. Repay any invoiced overpayment within 15 days of notice.

You are responsible for all taxes and similar charges on fees we pay you. We may require tax forms, payment details, identity verification, or sanctions screening information before paying.

5. What is not eligible

No fee is payable for:

• Any referral that is not an accepted referral.
• Any transaction outside the applicable referral window.
• Renewals, expansions, follow-on purchases, or later transactions after the referral window, unless our written acceptance expressly includes them.
• Supply we already knew, sourced, negotiated, listed, or transacted before the accepted referral date.
• Supply submitted by another partner, vendor, employee, contractor, or source before your submission.
• Transactions involving unlawful, infringing, privacy-violating, rights-unclear, confidential, restricted, sanctioned, or otherwise prohibited supply.
• Transactions where you or your Affiliate is the Buyer, seller, vendor, or rights holder, unless we approve that structure in writing.
• Transactions where you have a financial, employment, contractor, advisor, investor, family, agency, fiduciary, or other compensated relationship with the Buyer, vendor, rights holder, aggregator, or seller that could create a conflict of interest, unless you disclose it in writing and we approve the structure in writing before the transaction closes.
• Transactions where you breached these terms or made unauthorized promises or commitments.

6. How we run transactions

We control every decision about whether and how to pursue a referral, including whether to accept, review, list, price, market, match, license, or sell any Data Supply; whether to approve a vendor, rights holder, Buyer, use case, or sample; how to classify supply across the three rates; the terms, pricing, licensing, data rights, platform access, and legal documents for any transaction; and whether to pause, decline, or stop a transaction for legal, operational, commercial, quality, trust, safety, or strategic reasons.

You may support introductions, coordination, information gathering, and supply activation, but you do not control our sales process or transaction decisions.

7. Non-exclusivity and non-circumvention

This arrangement is non-exclusive. You may work with other companies, and we may work with other referrers, vendors, aggregators, buyers, and partners.

For accepted referrals, we pay any fee finally determined to have been earned. We owe nothing for independent sourcing, pre-existing relationships, activity after the window, or opportunities outside our written acceptance. Nothing here prevents us from working with vendors, rights holders, buyers, or supply we already knew or later source independently; responding to inbound interest; working with a vendor or Buyer after the referral window expires; working on supply not covered by our written acceptance; or taking any action required for legal, compliance, privacy, security, safety, trust, or quality reasons.

You do not receive territory protection, account ownership, exclusivity, or rights to future supply unless our written acceptance says so.

You will not use our confidential information, buyer information, vendor information, pricing, transaction details, or other non-public information learned here to bypass us, compete for the same transaction outside the marketplace, solicit our buyers or vendors outside the agreed referral process, or help another party avoid our role in an accepted referral.

8. Your responsibilities

You will:

• Give us accurate information.
• Promptly disclose known rights, consent, confidentiality, privacy, client-contract, ownership, security, quality, or legal issues.
• Obtain any permission required before sharing confidential, personal, proprietary, or restricted information with us.
• Avoid misleading claims about DataVendor, our buyers, our marketplace, pricing, likely deal value, approval, transaction timing, or expected payout.
• Avoid spam, unlawful outreach, bribery, kickbacks, sanctions violations, and privacy violations.
• Comply with applicable laws and contracts.
• Preserve our reputation and goodwill.

Do not represent that any Data Supply has been approved, listed, priced, purchased, or accepted by us unless we have confirmed that in writing.

If you promote DataVendor publicly or privately while eligible for compensation from us, disclose your compensated referral relationship where law, regulation, or platform rules require it.

9. No authority to bind DataVendor

You have no authority to sign, accept, amend, or terminate any agreement for us; quote binding pricing or transaction terms; promise vendor approval, buyer demand, listing, access, payment, exclusivity, or data-use terms; negotiate legal terms on our behalf; make representations, warranties, or commitments on our behalf; or collect money on our behalf.

You are an independent contractor, not an employee, agent, broker, franchisee, fiduciary, joint venturer, or legal representative of DataVendor.

10. Confidentiality

Each of us may receive confidential or non-public information from the other, including vendor identities, buyer identities, pricing, transaction terms, data samples, codebase details, task specifications, business plans, technical information, marketplace activity, and deal status ("Confidential Information").

Whoever receives it will use it only under these terms; protect it with reasonable care and at least the care they use for their own confidential information of a similar nature; not disclose it to third parties except to employees, contractors, advisors, or Affiliates who need to know and are bound by confidentiality obligations; and promptly report any unauthorized access, use, or disclosure.

This does not cover information the recipient can show is publicly available without breach, already known without restriction, independently developed without using the Confidential Information, or lawfully received from a third party without confidentiality obligations. If disclosure is legally required, the recipient will give prompt notice where permitted and reasonably cooperate to limit it.

11. Data, intellectual property, and platform rights

Nothing here transfers ownership of any data, code, datasets, task sets, samples, documentation, models, trademarks, platform materials, marketing materials, or intellectual property.

You receive no license to our platform, data, buyers, vendors, brand, trademarks, software, models, documentation, or materials except as we expressly authorize in writing.

You grant us a limited, non-exclusive right to use materials you submit solely to evaluate the referral, conduct diligence, prepare listings or buyer discussions, and assess potential transactions. You confirm you have the right to submit those materials for those purposes.

Do not submit production data, personal information, sensitive data, confidential client material, live code, proprietary third-party material, or restricted materials unless we have approved the intake path in writing and you hold all required rights and permissions. Do not share any data, code, dataset, sample, task set, or third-party material with us unless you have the right to do so.

To your knowledge, each referred party has the right to discuss the referred Data Supply with us and has disclosed any known limits on ownership, use, commercialization, confidentiality, privacy, client approval, employment obligations, or third-party rights.

You are responsible for what you submit to us and for any claim arising from your unauthorized disclosure, misuse, misrepresentation, or violation of law or contract.

12. Compliance

You will comply with applicable laws, regulations, sanctions rules, export controls, anti-bribery and anti-corruption laws, privacy and data protection laws, marketing laws, and platform rules.

You will not offer, pay, request, or accept bribes, kickbacks, or improper incentives to influence any referral, Buyer, vendor, rights holder, government official, or transaction. You will not submit referrals involving sanctioned parties, embargoed jurisdictions, restricted persons, unlawfully obtained data, stolen code, breached datasets, or materials that violate privacy, confidentiality, intellectual property, employment, client, or vendor obligations.

We may delay, reject, suspend, or block referral acceptance or payment while sanctions, restricted-party, anti-bribery, privacy, or other compliance review is pending.

13. Records, reporting, and disputes

Our platform attribution records, referral code records, written acceptances, buyer payment records, and transaction records are the primary records for determining referral status, rate, referral window, eligible transaction value, and fees.

We may give you reasonable reporting on accepted referrals and earned fees. Raise any good-faith dispute about a fee within 30 days of receiving the relevant report or payment. After that the report or payment is treated as accepted, except for fraud or manifest error.

On reasonable written request we may explain how a fee was calculated. We are not required to disclose buyer contracts, vendor payouts, confidential pricing, platform data, internal margin details, or third-party confidential information. We will work in good faith to resolve any referral-credit dispute, and may withhold disputed amounts while it is pending.

14. Term and termination

These terms apply from the moment you generate a referral code or submit a referral, and continue until terminated.

Either of us may terminate for convenience on 14 days' written notice. We may terminate immediately on written notice if you breach sections 7, 8, 9, 10, 11, or 12, or if we reasonably believe continuing would harm our legal, compliance, privacy, security, trust, safety, commercial, or reputational position.

Termination does not affect fees earned before it, except that we owe nothing for any referral or transaction affected by your breach, fraud, unlawful conduct, unauthorized promise, or rights violation. Accepted referrals submitted before termination stay eligible through the end of their referral window, subject to the same exception.

15. Disclaimer

We do not guarantee that any referral will be accepted, listed, matched, sold, licensed, purchased, priced at any amount, or completed within any period. We do not guarantee any minimum fees, transaction volume, buyer demand, vendor approval, or marketplace outcome.

Except as expressly stated here, each of us disclaims all warranties, whether express, implied, statutory, or otherwise.

16. Indemnity

You will indemnify, defend, and hold harmless DataVendor and its Affiliates, officers, directors, employees, contractors, and agents from any claims, losses, damages, liabilities, penalties, costs, and expenses, including reasonable attorneys' fees, arising from:

• Your breach of these terms.
• Your unauthorized promise, representation, warranty, or commitment.
• Your violation of law, contract, privacy rights, confidentiality obligations, intellectual property rights, sanctions rules, or anti-bribery rules.
• Your submission or disclosure of data, code, samples, documents, personal information, or other materials without the required rights or permissions.
• Any dispute between you and a vendor, rights holder, Buyer, collaborator, employee, contractor, or other third party arising from your conduct, promises, compensation claims, submitted materials, or breach of these terms.

17. Limitation of liability

Except for payment obligations, confidentiality breaches, misuse of data or intellectual property, indemnity obligations, fraud, willful misconduct, or violations of law, neither of us is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost business, lost data, or lost opportunity.

Subject to the same exceptions, each party's total liability will not exceed the greater of the fees paid or payable during the 12 months before the event giving rise to the claim, or one thousand dollars ($1,000).

Our liability for payment obligations is limited to fees finally determined to have been earned and unpaid.

18. Assignment

Neither of us may assign or transfer these terms without the other's prior written consent, and you may not assign any right to fees without our prior written consent.

We may assign these terms in their entirety, without your consent, to a successor in a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this section is void. Otherwise these terms bind and benefit both parties and their permitted successors.

19. Notices

Notices must be in writing. We will send ours to the email on your DataVendor account, and you should send yours to us at the address below or to any updated address we publish here. A notice is given when received: on personal delivery, on electronic confirmation of receipt by email, or on receipt of certified or registered mail.

Human Union Data, Inc.

Attn: Legal Department

2261 Market Street STE 86509

San Francisco, CA 94114

jay@hud.so

20. Governing law

These terms are governed by the laws of the State of California, without regard to conflict-of-law rules. Either of us may seek injunctive or equitable relief for actual or threatened misuse of Confidential Information, data, intellectual property, or platform access.

21. General

These terms, together with any written acceptance, are the entire agreement between us on this subject and supersede prior or contemporaneous understandings about it.

We may update these terms; the version published here when a referral is accepted governs that referral. No written acceptance, email, CRM record, or chat message may override the fee cap in section 4, our refund recovery rights, payment timing, or the exclusions in section 5 unless signed by the specific approver those sections require.

If any provision is unenforceable, the rest stays in effect and that provision is modified only as far as needed to make it enforceable. Failure to enforce a provision is not a waiver.

We are not liable for delay or failure to perform caused by events outside our reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, epidemics, pandemics, or shortages of transportation, fuel, energy, labor, or materials.

22. Survival

Sections 4, 5, 7, 9, 10, 11, 12, 13, 15, 16, 17, 18, 19, 20, 21, and 22 survive termination, along with any other provision that by its nature should.