Expert Contributor Agreement

This Expert Contributor Agreement (this "Agreement") is entered into between Rustlabs LLC, a New York limited liability company, with notice email bz@rustlabs.ai (the "Company"), and the undersigned independent contractor (the "Contributor"), effective as of the date of the Contributor's signature below (the "Effective Date"). The Company creates, owns, and commercializes datasets, tasks, benchmarks, evaluations, and related data products, both for its own account (including datasets the Company develops, licenses, or sells to purchasers of its choosing) and for or on behalf of its customers (each a "Client"). The Services under this Agreement may support either kind of project, and the same terms apply to both unless the project instructions state otherwise. In consideration of the opportunity to perform Services and the compensation described below, the parties agree:

The Contributor will perform data-creation, evaluation, review, and any other services described in project instructions, guidelines, statements of work, or project-specific addenda made available by the Company from time to time (the "Services"). The Contributor is an independent contractor and not an employee, agent, partner, or joint venturer of the Company or any Client. The Contributor:

1. is customarily engaged in an independent trade, occupation, or business, and retains the right to perform services for others, including competitors of the Company or its Clients, during the term of this Agreement — this Agreement is non-exclusive;
2. controls the means, manner, method, schedule, and location of performing the Services, subject only to the project specifications, quality requirements, platform rules, and security requirements applicable to a given project;
3. provides the Contributor's own equipment and tools, except for accounts, workspaces, or systems that a project requires the Contributor to use;
4. is free to accept or decline any project or task;
5. is solely responsible for all federal, state, local, and foreign taxes on amounts paid under this Agreement, and for the Contributor's own insurance and benefits; the Contributor is not eligible for any Company or Client employee benefits, workers' compensation, or unemployment coverage through the Company or any Client; and
6. will comply with all applicable laws in performing the Services.

No guaranteed work; removal. The Company does not promise the Contributor any minimum number of tasks or projects, any volume of work, or any amount of compensation. The Company may, at its sole discretion and without cause, notice, or liability: decline to offer the Contributor any task or project; withdraw, reassign, or cancel offered or in-progress tasks; remove the Contributor from any project, channel, or workspace; or suspend or terminate the Contributor's platform access. On any removal, suspension, or termination, the Contributor's sole entitlement is payment for Accepted Submissions as provided in Section 2.

1. The Company pays only for Accepted Submissions: submissions that pass the automated checks, review process, and acceptance criteria specified for the applicable project. Rates and acceptance criteria are stated in the project instructions before work begins.
2. No payment is owed for submissions that are rejected, withdrawn, duplicative, or non-compliant with the project instructions, or for time, attempts, or proposals that do not result in an Accepted Submission.
3. Unless the project instructions state otherwise, the Company will pay for Accepted Submissions within thirty (30) days after acceptance, via the payment method designated in onboarding. The Contributor must dispute any payment in writing within ten (10) business days of receipt or the payment is deemed complete and accurate.
4. The Company bears the cost of evaluation compute (for example, model evaluation runs) used in its own acceptance pipeline, unless the project instructions state otherwise.
5. Acceptance discretion. Acceptance decisions are made by the Company (or, where the project instructions so state, the applicable Client) in its sole discretion and are final. The Company has no obligation to review, provide feedback on, or accept any submission.
6. Violating submissions; setoff. No payment is owed for any submission created or submitted in violation of this Agreement (including Sections 4 and 5). If such a violation is discovered after acceptance or payment, the Company may reverse the acceptance and any amounts paid for the violating submissions become repayable by the Contributor on demand. The Company may set off, against any amounts otherwise owed to the Contributor, (a) amounts repayable under this Section and (b) amounts the Contributor owes the Company for damages caused by the Contributor's breach of this Agreement. This Section does not authorize the Company to withhold payment for compliant Accepted Submissions.
7. Payment processing; tax documentation. Payments are made through the Company's designated payment processor and are conditioned on the Contributor completing that processor's identity-verification and tax-documentation requirements (for example, IRS Form W-9 for U.S. persons or Form W-8BEN for non-U.S. persons). Processor fees, currency conversion, and local receiving costs are the Contributor's responsibility unless the project instructions state otherwise.
8. Rate schedules. Rates may vary by project and, within a project, by task type, difficulty, or other criteria stated in the applicable project's rate schedule, which is published as part of the project instructions. The Company may update a project's rate schedule prospectively at any time by publishing the updated schedule on the platform or through the project's designated communication channel; an update applies only to tasks started after it is published. Beginning work on a task constitutes the Contributor's acceptance of the rate schedule in effect for that task at that time, and Accepted Submissions are paid at that rate. Rate-schedule updates do not require an amendment to this Agreement, and no update reduces the rate for a task already started or the amount owed for a submission already accepted.

1. "Work Product" means all tasks, task packages, datasets, prompts, solutions, tests, verifier materials, environments, code, documents, annotations, evaluations, and other materials the Contributor creates, submits, or contributes in performing the Services, whether or not accepted, together with all intellectual property rights therein.
2. All Work Product is a "work made for hire" for the Company to the fullest extent permitted under the U.S. Copyright Act. To the extent any Work Product is not a work made for hire, the Contributor irrevocably assigns to the Company (or, at the Company's direction, to the applicable Client or its designee) all right, title, and interest worldwide in and to the Work Product, including all intellectual property rights, effective upon creation, without further consideration beyond the payment terms of this Agreement.
3. The Contributor irrevocably waives, and agrees not to assert, all moral rights, rights of attribution, and similar rights in the Work Product to the fullest extent permitted by law.
4. Company discretion. The Company has the unrestricted right to use, modify, adapt, reproduce, distribute, publish, display, sell, license, lease, combine with other materials, create derivative works from, or otherwise exploit Work Product, in whole or in part, for any purpose, commercial or non-commercial, through any means or technology now known or later developed — including incorporating Work Product into the Company's own datasets and products, selling or licensing it to purchasers of the Company's choosing, or delivering it to a Client. The Company has no obligation to use, accept, publish, credit, or monetize any submission, and owes the Contributor no confidentiality obligations regarding Work Product except as required by law.
5. During and after the term, the Contributor will execute documents and take reasonable actions requested by the Company (at the Company's expense) to perfect, register, or enforce the assigned rights.
6. The Contributor will not retain, reuse, publish, resubmit to any other platform or company, or otherwise exploit any Work Product or any portion of it after submission, and will delete local copies of submitted Work Product and Client materials when a project ends or upon the Company's request, except as required by law.
7. License fallback; moral rights worldwide. To the extent any assignment under this Section 3 is ineffective or unavailable under the law of the Contributor's jurisdiction, the Contributor grants the Company (or its designee) an exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, freely transferable and sublicensable license to use and exploit the Work Product in all media and by all means now known or later developed, for any purpose. Where moral or similar rights cannot be waived, the Contributor agrees not to assert them and consents to any act or omission by the Company, its Clients, or their licensees that would otherwise infringe them, to the maximum extent permitted by applicable law.
8. California and similar jurisdictions. Notwithstanding Section 3.2, if the Contributor is a resident of California, or of any other jurisdiction where designating a commissioned work as a "work made for hire" would affect the Contributor's classification or status or would deem either party an employee or employer under workers'-compensation, unemployment-insurance, or similar statutes, the parties agree that no Work Product is a "work made for hire," that no such designation is intended or made for that Contributor, and that all ownership of and rights in the Work Product transfer to the Company (or its designee) solely under the assignment and license provisions of Sections 3.2 and 3.7, which remain fully effective. Nothing in this Section changes the Contributor's status as an independent contractor.

1. "Confidential Information" means all non-public information of the Company or of any Client that the Contributor obtains in connection with the Services, in any form, whether or not marked confidential, including: the identity of Clients and their customers; the existence and terms of any project; project specifications, guidelines, taxonomies, and task categories; canaries, evaluation prompts, model and gate configurations, pass-rate bands, and acceptance criteria; platform access, workflows, and tooling; reviewer feedback and acceptance results; datasets and task content (including the Contributor's own submissions); quality-control, operational, and pricing methods; and any information a reasonable person would understand to be confidential.
2. The Contributor will (a) hold Confidential Information in strict confidence; (b) use it solely to perform the Services and for no other purpose; (c) not disclose it to any third party without the Company's prior written consent; (d) protect it with at least reasonable care; and (e) notify the Company promptly of any loss or unauthorized use or disclosure.
3. Without limiting the foregoing, the Contributor will not: use Confidential Information to create tasks, datasets, or work product for any other company or platform; disclose project methods, specifications, or task content to any other data-annotation or AI-data company; or input, upload, or paste Confidential Information into any public repository, public website, or third-party AI system not approved in writing for the project.
4. Exclusions: information that (a) was public at the time of disclosure or later becomes public through no fault of the Contributor; (b) was rightfully known to the Contributor without confidentiality obligation before disclosure; (c) is rightfully received from a third party without breach of any obligation; or (d) is independently developed by the Contributor without use of or reference to Confidential Information.
5. If disclosure is compelled by law or court order, the Contributor will give the Company prompt written notice (to the extent legally permitted) and disclose only what is legally required.
6. Each Client whose Confidential Information the Contributor receives is an intended third-party beneficiary of this Section 4 and Section 3, and may enforce them directly against the Contributor.
7. These obligations survive termination of this Agreement for five (5) years from each disclosure; for Confidential Information that qualifies as a trade secret, they survive for as long as the information remains a trade secret.
8. Defend Trade Secrets Act notice. Nothing in this Agreement prohibits lawful whistleblowing. Under the Defend Trade Secrets Act of 2016, an individual is not criminally or civilly liable under trade secret law for disclosing a trade secret (i) in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or (ii) in a sealed court filing. Nothing in this Agreement prevents a good-faith report to a government agency or disclosure of conduct the Contributor reasonably believes to be unlawful.

The Contributor represents, warrants, and agrees that:

1. all Work Product will be the Contributor's own original creation, newly created for the applicable project, and not copied or adapted from any public benchmark, published solution, prior submission to any platform, or third-party proprietary material, except third-party components expressly permitted by the project instructions;
2. the Contributor has all rights necessary to grant the assignments in Section 3, and the Work Product will not infringe or misappropriate any third-party rights or violate any obligation the Contributor owes to any other person (including any other platform's terms);
3. the Contributor will follow the project instructions regarding permitted tools, including any restrictions on AI-assistance, and will not misrepresent how Work Product was created;
4. the Contributor will not game, manipulate, or falsify checks, evaluation results, credentials, or identity, will not share or use another person's account, and will not submit malware, hidden exfiltration logic, or deliberately deceptive content; and
5. where a project requires work in Client systems, the Contributor will use only approved individual accounts, keep credentials confidential, use least-privilege access, and comply with the project's security rules, and will promptly report any suspected security incident to the Company.

1. Some projects are performed for a Client or inside a Client's platform, systems, or repositories. For those projects the Contributor will: comply with the Client's platform terms, policies, and security rules presented for the project; use only individual accounts provisioned or approved for the Contributor; and perform and submit work only where the project instructions direct.
2. Where the project instructions state that Accepted Submissions are owned by the Client (or its designee), the assignment in Section 3 runs directly to that Client automatically upon creation, without further action or consideration.
3. The Company may condition participation in any project on the Contributor first signing a project-specific addendum (for example, additional Client confidentiality, security, or intellectual-property terms). Declining an addendum means only that the Contributor does not participate in that project.
4. The Contributor acquires no rights in any Client relationship, account, or platform, and will not hold themselves out as an employee, agent, or representative of the Company or any Client, or bind either to any obligation.

1. During the term of this Agreement and for twelve (12) months after the later of its termination or the Contributor's last project activity, the Contributor will not, directly or indirectly, without the Company's prior written consent: (a) perform, offer to perform, or solicit engagements to perform services of the same or a similar type as the Services for any Client whose identity the Contributor learned through the Company, or on whose project the Contributor worked through the Company, other than through the Company; (b) refer, introduce, or broker other workers to such a Client other than through the Company; or (c) solicit or induce any Company contributor with whom the Contributor worked to end or reduce their engagement with the Company or to move to a competing platform.
2. This Section does not prevent the Contributor from advertising services to the general public, or from continuing a relationship with a Client that demonstrably existed before the Company's introduction.
3. The Contributor acknowledges that this Section is narrowly tailored to protect the Company's client relationships and Confidential Information, and is a material condition of the Contributor's access to Client projects.
4. California residents. Sections 7.1(a) and 7.1(b) do not apply to a Contributor who resides in, or primarily performs the Services from, California, and do not apply in any other jurisdiction to the extent they are void or prohibited under that jurisdiction's law, and the Company will not seek to enforce them against such a Contributor. For such Contributors, Section 7.1(c) applies to the fullest extent permitted by law, and nothing in this Section 7.4 limits the Contributor's confidentiality obligations under Section 4, which apply in full in every jurisdiction.

The Contributor will defend, indemnify, and hold harmless the Company, its Clients, and their respective officers, members, employees, and agents from any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of (a) the Contributor's breach of this Agreement, (b) the Contributor's violation of law, or (c) any claim that Work Product submitted by the Contributor was plagiarized, infringing, or misappropriated, except to the extent caused by materials the Company or a Client required the Contributor to use.

The Contributor will not use the name, logo, or marks of the Company or any Client, or disclose the existence of any Client engagement, in any resume, portfolio, social media, or other public statement without the Company's prior written consent. (A general, Client-anonymous description of the type of work performed for the Company is permitted.)

1. Capacity. The Contributor represents that the Contributor is at least eighteen (18) years old and has full legal capacity and authority to enter into this Agreement.
2. Local law. The Contributor is solely responsible for complying with the laws of the Contributor's own jurisdiction, including any business registration, licensing, tax, social-contribution, and work-eligibility requirements that apply to performing the Services. The parties intend that the Contributor is an independent contractor under the laws of every applicable jurisdiction, and the Contributor will promptly notify the Company if any authority asserts otherwise.
3. Sanctions and export control. The Contributor represents that the Contributor is not located in, ordinarily resident in, or performing the Services from any jurisdiction subject to comprehensive U.S. sanctions, and is not listed on any U.S., EU, UK, or UN sanctions or restricted-party list. The Contributor will comply with all applicable export-control and sanctions laws in performing the Services.
4. Anti-corruption. The Contributor will not offer, give, solicit, or accept any bribe, kickback, or other improper payment in connection with the Services.
5. Personal data. The Company processes the Contributor's personal data (identity, contact, tax, payment, and performance information) to administer this Agreement and the Services, as described in the Company's posted privacy notice, and the Contributor consents to the transfer of that data to the United States for those purposes.
6. Language. This Agreement is executed in English. The Contributor confirms that the Contributor reads English and has read and understood this Agreement; any translation is for convenience only and the English text controls.

1. This Agreement begins on the Effective Date and continues until terminated by either party on written notice (email sufficient). Termination does not affect either party's accrued rights, including the Company's obligation to pay for Accepted Submissions accepted before termination.
2. Upon termination or the Company's request, the Contributor will promptly return or destroy (and certify destruction of) all Confidential Information and Company or Client property in the Contributor's possession.
3. Sections 3 through 10 and 12 through 16 survive termination.

1. The Contributor acknowledges that breach of Sections 3 through 7 or 9 would cause the Company and its Clients irreparable harm for which damages are inadequate, and that the Company (and any affected Client, as third-party beneficiary) is entitled to seek injunctive and other equitable relief in addition to all other remedies, without posting a bond.
2. The Contributor is liable for the damages the Contributor's breach of this Agreement causes the Company, including losses the Company suffers under its Client engagements (such as Client claims, refunds, credits, or termination of a Client engagement) to the extent caused by the breach.
3. If the Company prevails in an action or proceeding to enforce Sections 3 through 7 or 9, the Contributor will reimburse the Company's reasonable attorneys' fees and costs of enforcement.
4. All rights and remedies under this Agreement are cumulative, and the Company may pursue any breach to the fullest extent permitted by law, including reporting suspected unlawful conduct to law enforcement or regulators.

To the fullest extent permitted by law: (a) the Company's total aggregate liability arising out of or relating to this Agreement or the Services will not exceed the amounts paid or payable to the Contributor for Accepted Submissions in the six (6) months before the event giving rise to the claim or, if greater, one hundred U.S. dollars (US $100); (b) the Company will not be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, or for lost profits, revenue, or opportunities; and (c) the platform and all projects are provided "as is," and the Company does not warrant continuous platform availability, any volume of tasks, or any particular acceptance outcome. Nothing in this Section limits the Company's obligation to pay for Accepted Submissions under Section 2.

1. Governing law. This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws rules. The Federal Arbitration Act governs Sections 14.2 through 14.5.
2. Mutual arbitration. Except as provided in Section 14.3, any dispute arising out of or relating to this Agreement or the Services — including any dispute about the Contributor's classification as an independent contractor — will be resolved by final and binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Employment/Workplace Arbitration Rules and the fee schedule applicable to those rules (or, for any dispute outside the scope of those rules by their terms, its Commercial Arbitration Rules), including expedited procedures where available. The seat of arbitration is Suffolk County, New York; hearings may be conducted by videoconference. Judgment on the award may be entered in any court of competent jurisdiction. The Company will pay the AAA administrative and arbitrator fees that the applicable rules require of it and, where required for enforceability, any portion of the filing fee that materially exceeds the court filing fee the Contributor would otherwise have paid.
3. Carve-outs. Either party may bring an individual claim in small-claims court. The Company (and any affected Client) may seek temporary, preliminary, or permanent equitable relief for breach of Sections 3 through 7 or 9 in the state and federal courts located in Suffolk County, New York, without waiving arbitration of any other dispute, and the parties consent to the exclusive jurisdiction and venue of those courts for that purpose and for any dispute not subject to arbitration.
4. Class and collective action waiver. Disputes will be arbitrated or litigated only on an individual basis. Neither party may bring or participate in any class, collective, consolidated, or representative proceeding, and the arbitrator has no authority to preside over one. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) proceeds in court, and the remainder proceeds in arbitration. This waiver does not apply to claims that cannot be waived as a matter of law. For any Contributor entitled to bring a claim under the California Private Attorneys General Act or a similar representative-action statute: the Contributor's individual claims under such a statute will be resolved in arbitration under this Section, and any non-individual or representative claims under such a statute may be brought only in a court of competent jurisdiction, with those court proceedings stayed pending the arbitration of the individual claims to the extent permitted by law.
5. Jury waiver. For any dispute heard in court, both parties waive trial by jury to the fullest extent permitted by law.
6. Language; enforcement abroad. The language of any arbitration is English. The Contributor consents to the recognition and enforcement of any arbitral award or judgment obtained under this Agreement in the courts of any jurisdiction where the Contributor resides, does business, or holds assets — including under the 1958 Convention on the Recognition and Enforcement of Foreign Arbitral Awards — and, to the extent permitted by law, waives any objection to such recognition or enforcement.
7. Right to opt out of arbitration. The Contributor may opt out of Sections 14.2 and 14.4 by sending an email to the Company's notice email (bz@rustlabs.ai) within thirty (30) days after signing this Agreement, stating clearly that the Contributor opts out of arbitration and including the Contributor's full name and platform account email. Opting out does not affect any other provision of this Agreement or the Contributor's eligibility for any project. For a Contributor who opts out, any dispute not resolved in small-claims court will be resolved exclusively in the state and federal courts located in Suffolk County, New York, and both parties consent to the jurisdiction and venue of those courts.

1. Assignment. The Contributor may not assign or delegate this Agreement or any Services without the Company's prior written consent. The Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets.
2. Severability; reformation. If any provision is held unenforceable or invalid in any jurisdiction, it will be reformed and interpreted so as best to accomplish its objectives within the limits of applicable law and enforced to the maximum extent permissible there; unenforceability in one jurisdiction does not affect enforceability in any other, and the remainder of this Agreement stays in effect.
3. No waiver. Failure to enforce a provision is not a waiver of it. This Agreement binds and benefits the parties and their respective heirs, successors, and permitted assigns.
4. Entire agreement. This Agreement plus the applicable project instructions are the entire agreement regarding their subject matter and supersede all prior agreements, including any separate data submission terms previously presented by the Company; provided that the Company's Confidentiality Agreement, if also signed by the Contributor, remains in effect alongside this Agreement, and the more protective provision governs any overlap. Project instructions and project-specific addenda may add project-specific requirements but cannot reduce the protections of Sections 3–7.
5. Amendment. Amendments must be in a writing (electronic acceptance sufficient) presented by the Company and accepted by the Contributor.
6. Notices. Notices must be in writing and are effective on delivery: to the Company at bz@rustlabs.ai (or another notice address the Company designates in writing); to the Contributor at the email associated with the Contributor's platform account or later updated in writing.

This Agreement is executed electronically through the Company's expert platform. The Contributor signs by typing the Contributor's full legal name and giving affirmative consent on the platform's signing page; the Company countersigns electronically through the same system, by its signatory below. The platform records the date and time of signature, the exact document text and version signed, and a cryptographic fingerprint of that text, and makes a countersigned PDF copy of this Agreement available to the Contributor for download. Each party agrees that an electronic signature under this Agreement is binding to the same extent as an ink signature.

For Rustlabs LLC: Brian Zarnitz, CEO & Co-Founder.

Contributor: the individual identified in the signature record accompanying this document.