Employee Referral Program

This Employee Referral Program (this “Program”), as revised or modified from time to time, is a legally binding agreement between dYdX Trading Inc., a Delaware corporation (“dYdX” or the “Company”), and you (“Referrer” and together with dYdX, the “Parties”). This Program incorporates and supplements dYdX’s Terms of Use, available at https://dydx.exchange/terms (the “Terms”), other than with respect to the exclusion of US Persons (as defined therein), who shall be eligible to participate in this Program, and Privacy Policy, available at https://dydx.exchange/privacy (the “Privacy Policy”), to which Referrer agrees that Referrer is bound and is a party, and the terms of which apply to this Program. Please review the Terms carefully to understand Referrer’s rights and obligations, including with respect to governing law, arbitration, venue for dispute resolution and other dispute resolution matters, prohibited activities, indemnification, disclosures and disclaimers, limitations of liability, and exclusions of consequential damages and other claims.

Participating in this Program indicates Referrer’s acceptance of this Program, as well as the Terms and the Privacy Policy, and establishes a binding and executed written agreement between Referrer and dYdX. If Referrer does not accept this Program or the Terms, Referrer may not participate in this Program.

1. Purpose and Services. dYdX is strongly committed to attracting and retaining talented professionals. Accordingly, dYdX makes this Program available to Referrer for the purpose of referring qualified candidates (“Candidates”) to dYdX (the “Services”).

2. Referrer Eligibility. Subject to the Terms and the preamble herein, only the following individuals will be eligible to participate in this Program:

   1. A person who is not an employee of dYdX;

   2. A person who is of legal age in the jurisdiction in which such individual resides, and in any case at least eighteen (18) years old;

   3. A person who is not associated with, employed by or a consultant of a staffing or recruiting agency or other third party that is, at the time of such referral or payment for such referral, providing dYdX recruiting services;

   4. A person that is able to provide the necessary tax documentation required by the Company, according to local law, and in the Company’s discretion;

   5. A person that is not foreign or domestic government official or employee;

   6. A person that has complied with all applicable laws related to participation in this Program, including privacy laws and anti-bribery laws, and payment to such person does will not constitute a violation of any applicable law; and

   7. A person that that is not on any economic or trade restrictions or sanctions list, or to whom payment by the Company would result in any breach of the Terms.

3. Service Fee.

   1. Referrer will be eligible to receive fifteen thousand U.S. dollars ($15,000) (the “Service Fee”) ninety (90) days after the Candidate’s start date if such Candidate remains employed by the Company at such date (the “Initial Period”), subject to the requirements herein.

   2. Upon successful completion of the Initial Period, Referrer will receive an email from the Company confirming the status of the Candidate and requesting certain tax documentation

   3. Referrer will receive the Service Fee within thirty (30) days after the Initial Period and the completion of any required tax forms requested by dYdX.

   4. Referrer will be solely responsible for all income tax liabilities that arise from or in any way relate to any Service Fee that dYdX conveys to Referrer, including income taxes, sales, personal property, use, VAT, excise, withholding and self-employment taxes. dYdX has the right to withhold from any amounts payable to Referrer such foreign, federal, state or local taxes as may be required to be withheld under any applicable laws. Referrer must report the value of the benefit or reward Referrer receives from dYdX to any applicable government authority, and complete any required tax forms that dYdX requests be completed prior to receiving the Service Fee, and after receiving the Service Fee, as applicable.

4. Candidate Requirements. You may only refer:

   1. any individual who is not the Referrer or a current employee or contractor of dYdX;

   2. any individual who is not subject to any non-compete agreements or any other similar agreements that would prevent dYdX from hiring such individual;

   3. any individual whose employment at dYdX you are not restricted from soliciting pursuant to any non-solicitation agreement or similar agreement;

   4. the following types of individuals:

      1. an individual whom you know personally;

      2. a former coworker;

      3. immediate or extended family; or

      4. any other individual on whom you have conducted reasonable diligence and determined may be a qualified candidate for the applicable position.

5. Referral Procedures.

   1. To submit a qualifying referral, the applicable Candidate must include the required Referrer information in such Candidate’s initial communication submitted by the Candidate to the Company (whether email, phone, or application).

   2. To ensure that an application will satisfy the requirement set forth in Section 5(a), Candidates must (i) first, submit their resume with a cover letter and details (name and email) about the Referrer to referral@dydx.exchange and (ii) second, submit their application for a specific role at dYdX, using this link: https://dydx.exchange/careers#roles. Any qualifying referral information must be submitted prior or in connection with the initial communication (including email or phone) between the Candidate and any member of the dYdX’s human resources department.

   3. In the event that a Candidate receives an offer from dYdX, and thereafter accepts such offer and becomes an employee of the Company, dYdX will promptly provide notice to the Referrer of such Candidate’s status, and the timeline for the Initial Period (defined above). Referrers should not contact dYdX requesting such information.

   4. If two or more Referrers refer the same Candidate, then only the first Referrer provided by such Candidate will be eligible for the referral bonus. There is no limit to the number of referrals that a Referrer can make.

   5. dYdX reserves the right, in its sole discretion, to (i) review the circumstances with respect to each referral and determine whether such referral, and the Referrer, qualify for a referral bonus, and (ii) determine whether the Candidate will receive an offer or other consideration, including any screening.

   6. Referrer should not submit Candidate information directly to dYdX; any such submission of personal information is potentially a violation of privacy laws, will not qualify as a referral under the Program and all associated personal records will be promptly destroyed by dYdX.

6. Termination. Notwithstanding any other provision of this Program or the Terms, dYdX reserves the right to terminate this Program, or limit, deny or terminate your participation in this Program in its sole discretion at any time without notice to you.

7. Relationship of the Parties; Independent Contractor. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever. You are not the agent of the Company and are not authorized to make any representation, warranty, contract, or commitment on behalf of the Company. You are not entitled to any of the benefits which the Company may make available to its employees, such as group insurance, profit-sharing or retirement benefits. You will be solely responsible for all tax returns and payments required to be filed with or made to any taxing authority with respect to your performance of the Services and receipt of fees under this Agreement. Nothing in this Agreement shall be deemed to either directly or indirectly create a relationship of an employer, agent, associate or representative between you and Company, and this Agreement is executed solely on a principal to principal arrangement. You agree to accept exclusive liability for complying with all applicable laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on any fees paid to you under this Agreement.

8. Severability. If any provision of this Program is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Program or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, dYdX will in good faith modify this Program so as to effect the original intent of this Program as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

9. Jurisdiction. By participating in the Program, you agree that any suit, action or proceeding seeking to enforce any provision of, or any matter arising out of, or in connection with this Agreement must be brought in the state of Delaware or such other jurisdiction as may be mutually agreed, in writing, by the Parties.

10. Entire Agreement. This Program, together with the Terms and Privacy Policy, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Program and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

11. Assignment. dYdX may assign this Program or assign, subcontract, delegate, license or sublicense any or all of its rights and obligations hereunder. This Program is personal to you and cannot be assigned or transferred by you. Any attempted assignment or transfer in violation of this Section 11 will be null and void.

12. Interpretation. Except to the extent otherwise provided or unless the context otherwise requires, for the purposes of this Program: (a) references made in this Program to a Section are references to a section of this Program; (b) the headings in this Program are for reference purposes only and do not affect in any way the meaning or interpretation of this Program; (c) whenever the words “include,” “includes” or “including” are used in this Program, they are deemed to be followed by the words “without limitation”; and (d) the use of “or” is not intended to be exclusive.

13. Communications. You consent to receive all communications, agreements, documents, receipts, notices and disclosures (collectively, “Communications”) that dYdX provides in connection with this Program electronically. You agree that dYdX may provide Communications to you by posting them on the Site (as defined in the Terms), by emailing them to you at the email address you provide in connection with providing the Services, if any, or by sending them via the Telegram channel last used between dYdX and Referrer. You should maintain copies of Communications by printing a paper copy or saving an electronic copy. You may contact dYdX with questions or complaints at legal@dydx.exchange.

14. No Equitable Remedies. You will not be entitled to any equitable remedy by reason of any breach of this Program, and you agree not seek, any equitable relief, whether injunctive or otherwise.

15. Other Remedies. Any right or remedy of dYdX set forth in this Program or the Terms is in addition to, and not in lieu of, any other right or remedy whether described in this Program or the Terms, under applicable law, at law, or in equity. The failure or delay of dYdX in exercising any right, power or privilege under this Program or the Terms will not operate as a waiver thereof.

16. No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in this Program or the Terms, there will be no third-party beneficiaries to the Program or the Terms other than the Indemnified Parties.

17. Conflicts. In the event of a conflict between this Program and the Terms, the terms of this Program will govern to the extent of such conflict.

18. Modifications. dYdX may revise or modify this Program at any time by posting the changes or the updated Program on the webpage on which it is displayed. Your participation in this Program after the date any such changes become effective constitutes your acceptance of the modified and new terms of this Program.

19. Anti-Bribery. You certify that, to your best knowledge, you have not violated any anti-bribery law, and have not been convicted of bribery, attempted bribery, or conspiracy to bribe under the laws of any foreign jurisdiction or state of the United States.

20. Provision of Personal Information; Protection Thereof. The Parties acknowledge and agree that this Agreement is not intended to require you to provide personal information, as that phrase may be defined by any data privacy legislation, to the Company. However, to the extent that personal information is provided by you to the Company, the Company agrees to comply with all applicable confidentiality obligations and privacy laws that govern the personal information shared or otherwise made accessible to Company by you. The Company further agrees to use commercially reasonable efforts to protect any personal information of yours that it acquires or accesses in connection with this Agreement.

21. Surviving Terms. The preamble herein and Section 6 through Section 20 and any other right or obligation of the Parties in this Program that, by its nature, should survive termination, expiration or assignment of this Program, will survive any expiration, termination or assignment of this Program.