These Incentive Program Terms and Conditions (this “Agreement”) describe the terms and conditions by which you (“you,” “your,” or “Participant”) may participate in the incentive program (the “Incentive Program”) of Mercor.io Corporation (the “Company,” “we,” “our,” or “us,” and together with Participant, the “Parties,” and each, a “Party”). By clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by the terms and conditions of this Agreement. The Company reserves the right to modify this Agreement. This Agreement applies to all participants in the Incentive Program.
Eligibility. Participant must be a registered expert consultant on the Company’s platform in order to participate in the Incentive Program. Participant may only use one verified account with the Company in order to record work hours for eligibility for the Incentive Program. The Company reserves the right to modify, pause, or end the Incentive Program at any time without prior notice to Participant.
Participation. Participant’s participation in the Incentive Program is voluntary. Upon Participant’s acceptance of the terms and conditions of this Agreement, Participant’s hours worked across projects will be logged in thirty (30) day periods. Deliverable-based contracts (e.g., short paid work trials to assess fit for projects) are not eligible for, and will not be counted towards hours worked with respect to, the Incentive Program or Incentive Fees. The Company may send reminder emails and notifications to Participant related to milestone completion with respect to the Incentive Program.
Incentive Fees and Payment.
Incentive Fees. Subject to the terms and conditions of this Agreement, the Company shall pay Participant additional incentive fees that shall be calculated based on fixed milestones as determined by the Company and made available to Participant via Participant’s account with the Company (“Incentive Fees”); provided that the Company reserves the right to adjust milestones and calculations of Incentive Fees at any time.
Payment. Payments of Incentive Fees will be processed weekly, and will typically be issued on a weekly basis on the next scheduled payment date for Participant via the Company’s payment platforms and systems after the Company confirms that Participant has met applicable milestones. Participant acknowledges and agrees that they shall be solely responsible for all federal, state, and local taxes and withholding with respect to payment of Incentive Fees.
Ineligibility for Payment. The Company reserves the right to remove Participant from the Incentive Program as a result of, or withhold or require refund of Incentive Fees that are determined by the Company (in its reasonable discretion) to result from, falsified hours, duplicate Company accounts, intentional delay of work, or other acts or omissions in violation of this Agreement. Participant agrees that the Company may review the services provided by Participant in the form of productivity data and task times to assess Participant’s eligibility to receive Incentive Fees pursuant to the Incentive Program.
Indemnification. Participant shall indemnify, defend (at the Company’s option), and hold harmless the Company and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, “Losses”), arising out of or resulting from any claim of a third party arising out of or occurring in connection with Participant’s negligence, willful misconduct, or breach of this Agreement. Participant shall not enter into any settlement without the Company’s or Indemnified Party’s prior written consent.
Compliance with Law. Participant agrees that it is in compliance with and shall comply with all applicable laws, regulations, and ordinances. Participant has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.
Entire Agreement. This Agreement constitutes the sole and entire agreement between the Parties with respect to the Incentive Program, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Assignment. Participant shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section 9 shall be null and void. No assignment or delegation shall relieve Participant of any of its obligations hereunder.
Governing Law; Dispute Resolution. To the fullest extent permitted by law, this Agreement shall be governed by and construed and interpreted in accordance with Delaware law; provided that any and all claims or disputes relating to, arising from or regarding this Agreement or the Participant’s participation in the Incentive Program shall be governed by the terms of Participant’s Worker Agreement with the Company, including without limitation the arbitration terms set forth therein.
Notification Procedures and Changes to this Agreement. The Company may provide notifications to Participant via email notice or written or hard copy notice, or through posting of such notice on the Company’s website, as the Company determines in its sole discretion. The Company reserves the right to determine the form and means of providing notifications to Participant, provided that Participant may opt out of certain means of notification, as required under applicable law or as described in this Agreement or as described in this Agreement. The Company is not responsible for any automatic filtering Participant or their network providers may apply to email notifications sent to the email address Participant provides. The Company may, in its sole discretion, modify or update this Agreement from time to time, and so Participant should review this page periodically. When the Company changes this Agreement in a material manner, the Company will update the ‘last modified’ date at the top of this page and notify Participant that material changes have been made to this Agreement. This Agreement applies to and governs participation in the Incentive Program effective as of the start of your participation in the Incentive Program. Participant’s continued participation in the Incentive Program after any change to this Agreement constitutes acceptance of the new terms and conditions of this Agreement. If Participant does not agree to any part of this Agreement or to any future terms or conditions of this Agreement, do not participate in the Incentive Program.