CAREERIST INC. — REFERRAL PROGRAM AGREEMENT

Effective: 5/11/2026. Last Updated: 5/11/2026.

(a) not to represent yourself as an agent or employee of Careerist, suggest any partnership with Careerist, or speak on behalf of Careerist;

(b) not to send any uninvited messages through email, phone, fax, social media, or other channels, not to use automatic-dialing apps, scripts, or bots to send messages to third parties, and to comply at all times with applicable laws, including CAN-SPAM, TCPA, and state and federal privacy laws;

(c) always to send Referral Links as Your true self, not to impersonate or claim to represent any real or fictitious third party, and not to engage in anything that may be considered unfair, deceptive, or abusive acts or practices (UDAAP) or fraud;

(d) not to create or use Referral Links in the context of anything that violates individual rights, promotes violence, hate, or discrimination, or is obscene or offensive, and not to limit the privacy or intellectual property rights of third parties;

(e) not to use the name “Careerist” or the Careerist trademark or logo in any public advertising or marketing unless expressly permitted to do so by Careerist; and

(f) FTC Endorsement Disclosures. To comply with the U.S. Federal Trade Commission’s Endorsement Guides, 16 C.F.R. Part 255, including the requirement to clearly and conspicuously disclose Your material connection with Careerist (i.e., that You receive or are eligible to receive Referral Credits or other compensation in connection with referrals) in close proximity to any endorsement, recommendation, review, ranking, or testimonial concerning Careerist or its Services. The disclosure must be made in plain language (e.g., “#ad,” “Careerist Referral,” “paid partnership” or equivalent), in the same medium and language as the endorsement, and must not be hidden in hashtags, terms of use, or off-screen content. You will not make any false, misleading, or unsubstantiated claims about Careerist’s Services, outcomes, job placement rates, or earnings.

Violation of this section will lead to your termination from the Referral Program and forfeiture of any Referral Credits that you have not already received.

Term and Termination

This Referral Program Agreement is effective as of the time you first send or generate a Referral Link and will terminate upon notice by either you or Careerist to the other party. Careerist may terminate this Referral Program Agreement upon notice to you at any point in time at its sole discretion.

Tax Responsibilities

By entering this Referral Agreement You have full responsibility for all applicable taxes for all earned Referral Credits under this Agreement, including any withholding requirements that apply to any such taxes, and for compliance with all applicable tax laws. You agree to indemnify, defend and hold Careerist harmless from any liability for, or assessment of, any claims or penalties or interest with respect to such taxes, including any liability for, or assessment of, taxes imposed on Careerist by the relevant taxing authorities with respect to any Referral Credits paid to You or any liability related to the withholding of such taxes.

Referral Credits are considered taxable income and are subject to local, state, and federal taxes. When the value of the Referral Credits you have earned reaches $600 or more in a calendar year, a 1099 tax form will be generated and mailed to you for your tax reporting purposes. In this case to comply with applicable tax requirements and before releasing the Referral Credits, you agree to provide Careerist by its request via email (QB link) within 5 (five) business days with the following information:

Your full name and surname;

Your address (state, city, zip code);

Your social security number;

Your email address and contact phone number.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY, IN NO EVENT WILL CAREERIST (OR ITS DIRECTORS, OFFICERS, CONTRACTORS, EMPLOYEES, LICENSORS, SUPPLIERS, SERVICE PROVIDERS, AND BUSINESS PARTNERS IN THEIR CAPACITY AS SUCH) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF INCOME, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, ARISING FROM OR RELATING TO YOUR PARTICIPATION IN REFERRAL PROGRAM AND THIS AGREEMENT OR ITS SUBJECT MATTER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CAREERIST’S AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THIS REFERRAL PROGRAM AGREEMENT WILL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL REFERRAL CREDITS PAID TO YOU IN THE PRECEDING THREE MONTH PERIOD.

Nothing in this Referral Program Agreement shall exclude or limit any liability that cannot be excluded or limited under applicable law, including liability for gross negligence, fraud, willful misconduct, or any rights that may not be waived under applicable consumer-protection statutes.

Legal Framework

Governing Law and Dispute Resolution

Governing Law

Any claim relating to this Referral Program Agreement shall be governed by the laws of the State of New York without regard to its conflict of law provisions; provided that, where You are a resident of California or New York, applicable consumer-protection statutes of Your state of residence shall continue to apply to the extent they confer rights or remedies that may not be waived by contract.

Binding Arbitration

The Parties agree that any and all disputes, claims or controversies arising out of or relating to this Referral Program Agreement that are not resolved by their mutual agreement or in small claims court (a) shall be brought by a Party in such Party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding and (b) shall be submitted to final and binding arbitration before JAMS, or its successor, pursuant to the Federal Arbitration Act, 9 U.S.C. Sec. 1 et seq (the “FAA”).

Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Careerist should be sent to: [email protected]. After the Notice is received, You and Careerist may attempt to resolve the claim or dispute informally. If You and Careerist do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding by filing a written demand for arbitration with JAMS, with a copy to the other party. The arbitration shall be conducted in accordance with JAMS’ Streamlined Arbitration Rules and Procedures if the amount in controversy does not exceed US $25,000, and otherwise pursuant to JAMS’ Comprehensive Arbitration Rules and Procedures, in each case as in effect at the time of filing of the demand for arbitration, and in all consumer arbitrations the JAMS Consumer Minimum Standards shall apply and shall control over any conflicting provision in the JAMS Rules or in this Referral Program Agreement. Where You are a consumer, Your share of arbitration filing fees shall not exceed US $250 and Careerist shall pay all remaining arbitration fees and costs to the extent required by the JAMS Consumer Minimum Standards. The parties will cooperate with JAMS and with one another in selecting a single arbitrator from JAMS’ panel of neutrals, and in scheduling the arbitration proceedings, which shall take place online or in New York County, New York if on-site presence is required, unless You and Careerist agree on a different location or, where You are a consumer, the JAMS Consumer Minimum Standards entitle You to a hearing closer to Your residence.

PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHT TO TRIAL, INCLUDING JURY TRIAL ON ANY CLAIM IN ANY COURT OF LAW OR EQUITY.

Class Action Waiver

YOU ACKNOWLEDGE AND AGREE THAT ANY CLAIM YOU MAY HAVE AGAINST CAREERIST, INCLUDING CAREERIST’S PAST OR PRESENT EMPLOYEES OR AGENTS, SHALL BE BROUGHT INDIVIDUALLY AND YOU SHALL NOT JOIN SUCH CLAIM WITH CLAIMS OF ANY OTHER PERSON OR ENTITY OR BRING, JOIN OR PARTICIPATE IN A CLASS ACTION AGAINST CAREERIST.

Venue and Jurisdiction

Notwithstanding the agreement to arbitrate set forth above, either party may bring an action in a court of competent jurisdiction (i) for injunctive or other equitable relief to prevent or stop the actual or threatened infringement or misappropriation of such party’s intellectual property rights, including with respect to the Careerist Marks and confidential information, (ii) to remedy a violation of the Computer Fraud and Abuse Act, 18 U.S.C. § 1030, or any equivalent state computer-fraud statute, or (iii) for defamation, or (iv) Careerist’s claims for collection of unpaid amounts due under this Referral Program Agreement, in each case where the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs. In any such action, and in any circumstances where this Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the exclusive personal jurisdiction of the state and federal courts located within New York County, New York for such purpose.

General Provisions

(a) Careerist may modify this Referral Program Agreement at any time by posting a new version on the Careerist website; provided that, where any modification materially alters Your rights or obligations (including with respect to Referral Credits, eligibility, dispute resolution, governing law, or arbitration), Careerist will provide advance notice of the change by email to the email address associated with Your Careerist account, and the modification shall apply only to Referrals made on or after the effective date stated in such notice. If You do not agree to the modified terms, You may terminate Your participation in the Referral Program before the effective date; Your continued participation in the Referral Program after the effective date constitutes Your acceptance of the modified Referral Program Agreement.

(b) Privacy Policy and Website Terms of Service. Please review our Privacy Policy and Website Terms of Service, which can be found at the following addresses respectively: https://www.careerist.com/legal/privacy-policy and https://www.careerist.com/legal/terms. Please read them carefully because they form part of this Agreement.

(c) Severability. If any portion of this Referral Program Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Referral Program Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Referral Program Agreement, and the rest of the Referral Program Agreement shall remain in full force and effect.

(d) Waivers. The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision or any other provision in this Agreement thereafter. All waivers by us must be in writing to be effective.

(e) This Referral Program Agreement constitutes the entire understanding between you and Careerist for the subject matter described and no other agreements, representations, or warranties other than those provided in this Referral Program Agreement will be binding if it is not written and signed by both Individual and Careerist.

(f) Acknowledgement. By clicking the “I ACCEPT” button, you indicate and agree that you have read this Referral Program Agreement, understand it, and agree to be bound by its terms and conditions.

For questions regarding this Referral Program Agreement, please contact us at [email protected].