External Referral Program Last Updated on: October 20, 2017 DICTIONARY.COM, LLC EXTERNAL REFERRAL AWARD PROGRAM Effective Date: October 20, 2017 Please read carefully. By submitting a candidate for referral, you are agreeing to the following terms and conditions (Terms and Conditions”). OVERVIEW The Dictionary.com, LLC External Referral Award Program (the “Program”) offers a one-time referral payment to unaffiliated persons to help Dictionary.com, LLC (“Company”, “we”, “us”, or “our”) attract, hire, and retain engineering talent. ELIGIBLITY The Program is only open to United States residents (no businesses) that are of at least 18 years of age with a valid social security number (“you” or “Referrer”). Our current employees and interns, as well as their spouses, partners, children or other immediate relatives, are nor any of our Affiliates (as used herein, “Affiliates” means an entity that controls, is controlled by, or is under common control with Company), nor any relatives of any current employee, are ineligible to participate. Staffing and/or recruiting agencies, consultants, or any of their employees or their employees’ family members are prohibited from participating. Employees or consultants of any third-party to whom we are contractually obligated to pay a fee for the hiring of an individual referred by, or working for, such third-party are prohibited from participating in the Program. No self-referrals are eligible for the Program. ELIGIBLE POSITIONS All of Company’s publicly posted full-time engineering positions designated within the public posting as being “Referral Award Eligible” are included in the Program. For the avoidance of doubt, temp, seasonal, cyclical, contract, and intern positions are not covered by the Program. QUALIFYING REFERRAL Any individual submitted by Referrer as a potential candidate (“Candidate”) must meet the following requirements (absent which Referrer will not be eligible for any award): 1) You must professionally or personally know to the candidate; 2) Candidates must not be previously known to us (or our Affiliates) or already under consideration for a position with us (or our Affiliates); 3) Candidates must not be subject to any agreement (employment or otherwise) that would expose us to any type of litigation or conflict of interest; and 4) Candidates must be legally eligible to work in the United States. HOW TO PARTICIPATE To refer qualified candidates, please send an email to firstname.lastname@example.org. Please only submit one Candidate referral per email. Each Referrer is limited to 10 referrals per calendar year. All Referrer submissions must include the following to be eligible for the award: 1) Your name and contact information (phone number and email address); 2) The Candidate’s full name; 3) The Candidate’s contact information (phone number and email address); 4) The position for which you are recommending the Candidate; 5) The reason(s) this Candidate is qualified for the position; 6) The Candidate’s resume (and other documents, if applicable); and 7) The subject line of the email submission must include “external referral”. Any other form or manner of submission will NOT be eligible for any award under the Program. If the Candidate, in our sole and absolute discretion, fits our criteria, we will contact him or her. The Candidate must acknowledge in writing that you referred him or her, and then we will ask him or her to apply online through our career website. If more than one Referrer submits a Candidate under the Program, we will determine, in our sole discretion, which Referrer is eligible to receive the award, which may include determining that the award should be paid to one Referrer only or split equally between multiple Referrers. All decisions by Company in this regard are final and binding. PAYMENT TERMS The award amount is USD $2,000.00 (gross)* for each hired Candidate that is hired within 3 months of the referral. Award(s) is not payable unless and until the Candidate has been employed with us for 3 months, at which point we will notify you via the email address provided in your submission that you are now eligible to receive payment. Prior to any payment to you, you must submit any all required documentation, including tax documents, so that a 1099 can be issued. We will send payment within 30 days of receipt of all requirement paperwork. If the necessary paperwork is not received by us within ten (10) days of contacting you, you will forfeit any referral award. *Amounts are subject to change based on business need. TAX LIABILITY Awards under the Program are paid pre-tax. You understand and agree that we may be required to advise the United States Internal Revenue Service (“IRS”) of the value of award paid to you. You agree to be solely responsible for any and all taxes which may be payable due to your receipt of the award, as provided in these Terms and Conditions, and to authorize us to withhold any amounts required to be withheld pursuant to federal, state, or local law. If requested by us, you agree to complete and submit an IRS Form W-9 (or the equivalent) or any required forms. TERM The Program shall run from the Effective Date until April 30, 2018, unless earlier terminated by us in our sole discretion (“Term”). You will not be eligible to receive an award for any Candidate you refer after the Term. MODIFICATIONS We reserve the right to make changes to the Program and/or these Terms and Conditions, including, without limitation, suspending or terminating the Program at any time in our sole discretion without any liability to you or any third party. DISQUALIFICATION We reserve the right to disqualify any Referrer if we find, in our sole determination, that the Referrer or the Candidate s/he refers: (i) has violated these Terms and Conditions or any law; (ii) has acted in a manner that is misleading, fraudulent, or in bad faith; and/or (iii) has provided false information in connection with any submission under the Program. DISCLAIMERS; LIMITATION OF LIABILITY We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, submissions. We are not responsible for any incorrect or inaccurate capture of information or the failure to capture such information, whether caused by tampering or hacking, or by any of the equipment or programming associated with or utilized in the Program and assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to or participation in the Program. IN NO EVENT WILL WE OR OUR PARENTS, AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES, OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS, BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR PARTICIPATION IN THIS PROGRAM. WITHOUT LIMITING THE FOREGOING, THE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS. INDEMNIFICATION You agree to indemnify and hold us, or Affiliates, and our and their officers, directors, employees and agents, harmless from and against any and all liability, losses, claims, demands, disputes, damages or costs of any kind, including, without limitation, reasonable attorneys’ fees and costs of litigation, resulting from or in any way connected with (a) your violation of these Terms and Conditions, (b) any tax liability related to our payment to you under these Terms and Conditions, and/or (c) your violation of any rights of another party. ASSIGNMENT We may freely assign these Terms and Conditions or any of our rights or obligations under these Terms and Conditions with or without notice to you. Your rights and obligations under these Terms and Conditions are personal to you and may not be assigned or delegated and any such attempted assignment or delegation is null and void. These Terms and Conditions will be binding upon and inure to the benefit of us and our successors, trustees, and permitted assigns. GENERAL The Program and these Terms and Conditions are governed and construed under the laws of the State of California, without respect to conflicts of laws doctrines. Any claims must be raised and resolved in the state and federal courts of San Francisco County. These Terms and Conditions constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by either us or you of any breach or default under these Terms and Conditions will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Terms and Conditions is found by a court or other binding authority to be invalid, the remaining provisions contained in these Terms and Conditions shall continue in full force and effect. The section titles in these Terms and Conditions are for convenience only and have no legal or contractual effect. Dictionary.com, LLC is an Equal Opportunity Employer, committed to a diverse and inclusive work environment.