CONTRACT TO PARTICIPATE TO “CANDIDATES REFERRAL PROGRAM”

1. Introduction

Aurora is a digital job board platform, meaning an online platform designed to facilitate the meeting between job demand and job supply.

The platform aims to reduce inefficiencies in the labor market by helping companies attract qualified candidates and enabling individuals seeking employment to discover and apply to job opportunities.

2. Definitions

Aurora or Granting Promoter: the digital platform intended to facilitate the meeting between job demand and job supply. This service is provided by Aurora Jobs ApS, a Danish company with registered office at Ved Lunden 4, C/O Blue Office, 8230, Åbyhøj, Denmark, CVR-nr 46223780, represented by Matteo Arcarese, owner and holder of the economic exploitation rights of the "Aurora" software (hereinafter, the "Granting Promisor"), which grants its use to the Promissory User under the terms of this agreement and the Terms of Service.

Candidate: individuals who autonomously access the platform in order to discover job opportunities and potentially apply for positions offered by companies.

Referrer: any natural person or legal entity enrolled in the Candidates Referral Program who submits or refers potential Candidates to Aurora through the Platform and may become eligible to receive a referral fee or other compensation in accordance with these Terms and the applicable Program rules.

3. Program Rules

The following Program Rules govern participation in the Referral Program and describe the operational procedures, eligibility criteria, referral attribution mechanics, payment terms, and conduct obligations applicable to all Referrers. Aurora may administer, interpret, and apply these Program Rules in its sole discretion, acting reasonably and in good faith.

3.1 Admission to the Referral Program

Participation in the Referral Program is by invitation or approval only. Aurora shall have the sole and absolute discretion to determine which individuals or entities may participate in the Referral Program and may accept, reject, suspend, or remove any applicant or participant at any time, with or without cause, subject to applicable law.

3.2 Registration and Access Credentials

Approved participants shall be required to register on the Platform and create an account. Upon successful registration, each Referrer shall receive personal login credentials to access the relevant dashboard and Program functionalities.

Referrers are responsible for maintaining the confidentiality of their credentials and for all activities conducted through their account.

3.3 Available Positions

Aurora shall determine, in its sole discretion, which open roles, vacancies, or hiring opportunities managed by Aurora are made available to Referrers through the Platform.

Aurora may add, remove, suspend, or modify available positions at any time without prior notice.

3.4 Access to Job Information

Through the dashboard, Referrers may access information relating to available positions, including, where applicable:

1. job title;
2. job description;
3. location;
4. compensation range or salary information;
5. visa sponsorship requirements;
6. other relevant hiring details.

Referrers shall use such information solely for the purpose of identifying and referring suitable Candidates under the Referral Program.

3.5 Referral Links and Candidate Submission

Each Referrer shall receive a unique referral link, which may be:

1. a general referral link; and/or
2. a referral link associated with a specific position.

Candidates must register or apply through the applicable referral link in order for Aurora to track the referral and attribute the Candidate to the Referrer.

3.6 Referral Attribution and Candidate Tracking

Where a Candidate registers through a Referrer’s referral link, Aurora shall track the origin of such Candidate regardless of the specific position initially selected.

For example, if a Candidate is introduced through a referral link associated with Position X, but Aurora subsequently presents such Candidate with Position Y or any other opportunity, the Candidate shall remain attributed to the original Referrer, subject to these Terms.

3.7 Monetization Period

A referred Candidate shall remain eligible for monetization for a period of twelve (12) months from the date the Candidate first validly registers on Aurora through the applicable referral link.

Any placement, hire, or revenue event occurring after such twelve (12) month period shall not generate any Success Fee unless otherwise agreed in writing by Aurora.

3.8 Pre-Existing Candidates and Duplicate Referrals

No Success Fee shall be payable where the Candidate was already registered with Aurora, already known to Aurora, or already present in Aurora’s database prior to registration through the referral link.

Where the same Candidate is referred through multiple referral links, including links associated with different positions or different Referrers, priority shall be assigned to the Referrer whose valid referral first caused the Candidate’s registration with Aurora, determined chronologically by Aurora’s tracking systems.

Aurora’s records regarding referral attribution shall be final and binding absent manifest error.

3.9 Candidate Review and Introduction Discretion

Aurora shall have sole and absolute discretion to assess whether any referred Candidate is suitable, qualified, eligible, or commercially appropriate for any available position or hiring process.

Submission of a Candidate by a Referrer does not obligate Aurora to:

1. contact the Candidate;
2. interview the Candidate;
3. progress the Candidate in any recruitment process;
4. formally introduce or present the Candidate to any hiring company; or
5. provide reasons for rejection or non-progression.

Aurora may, at its sole discretion, reject, pause, defer, or discontinue consideration of any Candidate at any stage of the recruitment process.

Only Candidates formally introduced by Aurora to a hiring company and subsequently hired in accordance with these Terms may generate a Success Fee.

3.10 Dashboard Reporting

Referrers may access dashboard reporting regarding their referrals, including the number of Candidates referred and the visible status of such Candidates within the recruitment funnel, including whether they remain active in process or have been rejected.

Aurora does not guarantee that all internal recruitment notes, hiring decisions, or confidential client information will be disclosed.

For support or additional information, Referrers may contact Aurora at matteo.arcarese@aurora-jobs.com or through any other communication channels designated by Aurora.

3.11 Success Fee

Subject to these Terms, Aurora shall recognize to the Referrer a success fee, referral fee, commission, or other incentive payment, as applicable, in the amount or percentage displayed, assigned, or otherwise made available to the Referrer through the Platform, the Referrer’s account, the relevant dashboard, the applicable Program rules, or a separate written agreement with Aurora.

The applicable Success Fee may vary depending on the Referrer, the specific referral account, the Candidate, the position, the hiring company, the applicable campaign, the applicable fee plan, or other commercial criteria determined by Aurora. Aurora may, in its discretion, grant different Success Fee rates, percentages, incentives, or commercial arrangements to different Referrers or accounts.

Unless otherwise expressly agreed in writing, the Success Fee shall be calculated on the net recruitment fee actually received by Aurora in connection with the successful hire of an eligible referred Candidate. For the purposes of these Terms, “net recruitment fee” means the amount actually received by Aurora from the hiring company, excluding VAT, taxes, refunds, discounts, rebates, chargebacks, bank fees, payment processing fees, currency conversion costs, and any other deductions, costs, or amounts not finally retained by Aurora.

No Success Fee shall arise solely from the submission of a Candidate, registration through a referral link, preliminary review by Aurora, interview, introduction to a hiring company, or participation in any recruitment process, unless and until all payment conditions set out in these Terms have been fully satisfied.

3.12 Payment Timing

Any Success Fee shall become due and payable only once all of the following conditions have been fully satisfied:

1. the referred Candidate has commenced employment or engagement with the hiring company;
2. any contractual guarantee period, probation-related refund period, replacement period, clawback period, or similar risk period applicable between Aurora and the hiring company has expired, or Aurora has otherwise determined that no refund or repayment obligation remains materially outstanding; and
3. Aurora has received the full corresponding recruitment fee in cleared and irrevocable funds from the hiring company.

For the avoidance of doubt, Aurora shall have no obligation to make any payment to the Referrer before all conditions above have been satisfied.

This timing structure exists because Aurora may be contractually required to refund all or part of its fee to the hiring company if the hired Candidate resigns, is terminated, fails to start, or otherwise leaves the position within agreed post-hire periods.

Accordingly, unless otherwise agreed in writing, Success Fee payments are generally processed approximately three (3) to four (4) months after the Candidate’s hiring start date and, in any event, no later than thirty (30) days after Aurora has both:

• received the corresponding full payment from the hiring company; and
• passed the applicable refund-risk period described above.

If the hiring company delays payment, disputes Aurora’s invoice, requests a refund, or has not yet completed the applicable guarantee period, the related Success Fee payment may be delayed until such matter has been fully resolved.

3.13 Payment Currency

Success Fees may be paid in Euro (EUR), United States Dollars (USD), or such other currency as Aurora may approve in writing.

Aurora may apply reasonable currency conversion methods, banking charges, transfer fees, or legally required deductions.

3.14 Taxes and Compliance

Each Referrer shall be solely responsible for any taxes, duties, social charges, reporting obligations, or regulatory compliance arising from payments received under the Referral Program.

Aurora may request invoices, tax forms, identification documents, or other compliance documentation prior to payment.

3.15 Fraud, Abuse, and Invalid Referrals

Aurora reserves the right to investigate any activity suspected of fraud, abuse, bad faith conduct, or manipulation of the Referral Program.

No Success Fee shall be payable in relation to referrals generated through improper means, including but not limited to:

1. self-referrals;
2. fake, false, incomplete, or misleading Candidate information;
3. duplicate accounts or artificial registrations;
4. Candidates submitted without their knowledge or consent;
5. automated, incentivized, deceptive, or spam-based traffic sources;
6. attempts to circumvent Aurora’s tracking systems; or
7. any conduct intended to unfairly obtain compensation.

Aurora may suspend accounts, cancel referrals, reverse unpaid fees, withhold pending payments, or terminate participation where fraud or abuse is reasonably suspected.

3.16 Independent Contractor Relationship

Referrers participate in the Referral Program as independent contractors only.

Nothing in these Terms shall be construed as creating any employment relationship, agency relationship, partnership, joint venture, fiduciary duty, franchise, or authority to bind Aurora in any manner.

Referrers shall not represent themselves as employees, recruiters, agents, or authorized representatives of Aurora unless expressly authorized in writing.

3.17 No Guarantee of Opportunities, Earnings, or Minimum Activity

Participation in the Referral Program does not guarantee:

1. access to any minimum number of open positions;
2. acceptance of any referred Candidate;
3. interviews, placements, or hires;
4. any minimum level of compensation, commissions, or Success Fees; or
5. continued availability of the Referral Program.

Aurora does not require Referrers to meet any minimum activity thresholds, minimum number of referrals, exclusivity obligations, or minimum time commitments unless expressly agreed in writing.

3.18 Right to Withhold or Suspend Payments

Aurora may withhold, delay, offset, or suspend any payment otherwise due under the Referral Program where reasonably necessary to:

1. investigate suspected fraud, abuse, or breach of these Terms;
2. verify Candidate legitimacy, referral attribution, or hire status;
3. obtain required invoices, tax documentation, identification, or compliance information;
4. comply with applicable laws, sanctions, anti-money laundering, or regulatory obligations;
5. resolve chargebacks, refunds, clawbacks, or disputes with hiring companies; or
6. correct calculation errors or duplicate payments.

Any undisputed amount properly due shall be paid once the relevant issue has been reasonably resolved.

3.19 Non-Circumvention and Direct Dealings

Referrers shall not, directly or indirectly:

1. establish commercial relationships with companies introduced through Aurora;
2. bypass Aurora in relation to Candidates introduced through the Program;
3. solicit fees directly from hiring companies; or
4. otherwise interfere with Aurora’s commercial relationships.

In the event of breach, the Referrer shall indemnify and compensate Aurora for all losses suffered, including, at minimum, the amount of fees that Aurora would otherwise have been entitled to receive.

3.20 Term and Renewal

Participation in the Referral Program shall have an initial term of twelve (12) months and shall automatically renew for successive twelve (12) month periods unless terminated in accordance with these Terms.

3.21 Termination by Notice

Either party may terminate participation in the Referral Program at any time by written notice sent via email to matteo.arcarese@aurora-jobs.com or to any email address designated by the other party, with immediate effect unless otherwise stated.

3.22 Post-Termination Rights and Restrictions

Termination of participation shall not affect any accrued and valid Success Fees already earned prior to termination, subject to these Terms.

Following termination:

1. previously referred Candidates shall remain monetizable only until the expiry of their original twelve (12) month monetization period; and
2. the non-circumvention obligations under Clause 3.19 shall continue for twelve (12) months from the effective date of termination.

3.23 Program Changes

Aurora reserves the right to amend, suspend, replace, or discontinue the Referral Program, these Program Rules, fee structures, or Platform functionality at any time. Any material changes shall apply prospectively unless otherwise required by law.

4. Obligations of Referrers

Referrers agree to use the platform diligently and in good faith, provide accurate information, and use the platform only for legitimate intent.

5. Obligations of Aurora

Aurora is committed to:

• Provide technical support and assistance throughout the term of the contract.
• Protect personal data of candidates and companies according to appropriate technical and organizational measures in accordance with applicable data protection laws, the EU GDPR (Regulation (EU) 2016/679, GDPR), Directive 2002/58/EC (ePrivacy Directive) regulating privacy in electronic communications and the use of cookies.

6. Confidentiality

Referrers agree to keep confidential all information obtained through the platform and any other sensitive information. It is prohibited to disclose such information to third parties without the express consent of the relevant party or Aurora.

7. Protection of Personal Data

Aurora is committed to processing personal data in accordance with the EU GDPR (Regulation (EU) 2016/679, GDPR), Directive 2002/58/EC (ePrivacy Directive) regulating privacy in electronic communications and the use of cookies, and other applicable national or international data protection regulations. Companies using the platform are also responsible for the correct and compliant processing of candidates' personal data.

Aurora will take all technical and organizational measures to ensure data security.

8. Feedback and Platform Development

Referrers are invited to provide feedback on the functionality of the platform, including any bugs encountered, suggestions for improvement, and observations on the user experience. Aurora reserves the right to use the feedback received to improve the platform, without any obligation for acknowledgement or compensation.

9. Changes to the Platform

Aurora may make changes, updates, or temporary suspensions to the service in order to improve the platform or resolve technical problems. Referrers will be notified in advance of any major changes or prolonged interruption of the service.

10. Limitation of Liability

Aurora shall not be liable for any direct, indirect, incidental, or consequential damages arising from the use of the platform, including, but not limited to, technical malfunctions, loss of data, service interruptions, or economic damages. The Referrer agrees that the use of the platform is predefined and waives any claims relating to warranties of specific functionality or freedom from errors.

11. Suspension and Interruption of Service

Aurora reserves the right to temporarily suspend access to the platform for maintenance or technical updates. In the event of prolonged service interruption, Aurora will promptly notify affected users.

12. Default of the User Promisor

In the event of default by the Referrer, penalties may be applied based on the contractual conditions that may be introduced by Aurora in the future.

13. Termination of Contract

Either party may terminate this contract and the Referrer’s participation in the Referral Program at any time by written notice sent by email to the other party, with immediate effect unless otherwise stated in the notice.

Aurora may terminate, suspend, restrict, or disable the Referrer’s access to the Platform and the Referral Program with immediate effect, without prejudice to any other rights or remedies available under this contract or applicable law, where Aurora reasonably believes that the Referrer has:

1. breached these Terms and Conditions, the Program Rules, or any other applicable agreement with Aurora;
2. submitted false, incomplete, misleading, duplicate, or unauthorized Candidate information;
3. referred Candidates without their knowledge or consent;
4. engaged in fraud, abuse, bad faith conduct, spam, deceptive practices, or manipulation of the Referral Program;
5. attempted to circumvent Aurora’s tracking, attribution, payment, or recruitment systems;
6. contacted, solicited, negotiated with, or entered into direct commercial relationships with hiring companies, clients, Candidates, or other parties introduced through Aurora, without Aurora’s prior written consent;
7. disclosed confidential information, Candidate data, client information, job information, pricing information, or Platform information to unauthorized third parties;
8. used Aurora’s Platform, content, documents, job information, trademarks, or materials for purposes other than participation in the Referral Program;
9. or acted in a way that may damage Aurora, its clients, Candidates, partners, reputation, business relationships, or commercial interests.

Termination shall not affect any rights, obligations, liabilities, or remedies accrued before the effective date of termination.

Following termination, the Referrer shall immediately cease using the Platform, dashboard, referral links, Aurora materials, job information, Candidate information, client information, and any other confidential or proprietary information made available by Aurora, except where expressly authorized in writing by Aurora.

Termination shall not automatically cancel any valid Success Fee already accrued before termination, provided that all payment conditions under these Terms and Conditions and the Program Rules have been fully satisfied. For the avoidance of doubt, no Success Fee shall be payable where the relevant referral, Candidate submission, hire, or payment entitlement results from fraud, abuse, breach of contract, invalid referral, circumvention, unauthorized conduct, or any other violation of these Terms and Conditions.

Aurora may withhold, suspend, delay, offset, or cancel any pending payment where reasonably necessary to verify referral validity, Candidate consent, attribution, hire status, client payment, tax documentation, compliance documentation, suspected fraud, breach of contract, non-circumvention obligations, refund risks, clawbacks, or disputes with hiring companies.

Previously referred Candidates may remain eligible for monetization only within the applicable monetization period and only subject to the full satisfaction of all conditions set out in these Terms and Conditions and the Program Rules.

The obligations relating to confidentiality, personal data protection, intellectual property, non-circumvention, payment verification, limitation of liability, applicable law, jurisdiction, and any other provisions which by their nature are intended to survive termination shall remain in force after termination.

14. Intellectual Property and Copyright

All rights, title, and interest in and to the Aurora Platform, software, source code, object code, algorithms, databases, dashboards, interfaces, workflows, scoring systems, tests, documentation, know-how, trademarks, logos, trade names, domain names, designs, content, text, graphics, materials, job information, client information, Candidate information, commercial information, and any other materials made available by Aurora are and shall remain the exclusive property of Aurora, Aurora Jobs ApS, or their respective licensors.

Nothing in this contract transfers, assigns, licenses, or otherwise grants to the Referrer any ownership right, intellectual property right, copyright, database right, trademark right, trade secret right, or other proprietary right in or to the Aurora Platform or any Aurora materials, except for the limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform and the materials made available by Aurora solely for the purpose of participating in the Referral Program in accordance with these Terms and Conditions.

The Referrer shall not, directly or indirectly:

1. copy, reproduce, distribute, publish, disclose, sell, resell, license, sublicense, transfer, assign, lease, make available, or otherwise exploit any part of the Aurora Platform or Aurora materials;
2. modify, adapt, translate, create derivative works from, or alter any part of the Aurora Platform or Aurora materials;
3. reverse engineer, decompile, disassemble, attempt to derive the source code of, or otherwise analyze the underlying structure of the Aurora Platform, except where such restriction is prohibited by mandatory applicable law;
4. scrape, extract, download, harvest, aggregate, or reuse data from the Platform except as expressly permitted by Aurora for the purposes of the Referral Program;
5. use Aurora’s content, job information, client information, Candidate information, or other materials to build, train, improve, benchmark, or support any competing product, service, database, recruitment activity, or commercial initiative;
6. use Aurora’s trademarks, logos, trade names, branding, domain names, or other distinctive signs without Aurora’s prior written consent;
7. remove, obscure, or alter any copyright notice, trademark notice, confidentiality notice, proprietary notice, or other rights notice appearing on the Platform or in Aurora materials;
8. share Platform access, login credentials, dashboards, job information, Candidate information, client information, tests, documents, or other Aurora materials with unauthorized third parties;
9. or use any Aurora materials in a manner that may damage Aurora’s business, reputation, clients, Candidates, partners, intellectual property, or commercial relationships.

Any information, materials, content, documents, screenshots, job descriptions, Candidate profiles, client details, recruitment data, pricing information, or Platform data made available to the Referrer are provided solely for the purpose of participating in the Referral Program and shall be treated as confidential unless Aurora expressly states otherwise in writing.

The Referrer acknowledges that unauthorized use, copying, disclosure, dissemination, extraction, modification, distribution, or exploitation of Aurora’s Platform, software, content, tests, data, or materials may cause serious harm to Aurora and may result in termination of the Referrer’s participation, cancellation or withholding of payments, claims for damages, injunctive relief, and any other remedies available under applicable law.

Any feedback, suggestions, ideas, comments, improvements, bug reports, or recommendations provided by the Referrer in relation to the Aurora Platform, Referral Program, services, software, tests, processes, or materials may be freely used by Aurora without restriction, attribution, or compensation, unless otherwise agreed in writing.

15. Updates to the Terms of Service

Aurora reserves the right to modify, update, or supplement these Terms and Conditions at any time. Any changes will be communicated to users by email to their registered address or by notification on the platform. Users must accept the new terms in order to continue using Aurora's services. In case of non-acceptance, users will have the right to cease using the platform, close and permanently delete their account.

16. Owner of Domains and Applications

For the purpose of the legal validity of this agreement, it is specified that all domains and applications related to the Aurora platform are registered by Aurora Jobs ApS and managed by Matteo Arcarese, who can be contacted at the email address matteo.arcarese@aurora-jobs.com

17. Applicable Law and Jurisdiction

This contract is governed by Danish law. Any dispute relating to the validity, interpretation or execution of this contract shall be under the exclusive jurisdiction of the Danish courts competent for the place where Aurora Jobs ApS has its registered office, without prejudice to all mandatory jurisdiction by law.

18. Acceptance of Terms

By accepting these Terms and Conditions, the user declares that he/she has read, understood and fully accepted all the clauses, and agrees to abide by them while using the Aurora platform.

The parties declare themselves to be aware of the contents of this agreement and specifically approve all the clauses.

19. Entire Agreement

These Terms and Conditions constitute part of the agreement between the parties in connection with the use of the Aurora platform, supplemented by additional agreements and/or contracts, regarding the use of the platform.