Recruiting Agreement Policy

Effective Date: June 26, 2017

The Agility Connect Platform offers web-based recruiting services to its users, which fall into two categories:

 “Members,” which are individuals who refer candidates for Job Posts on the Agility Connect Platform either by directly submitting candidate information on the Agility Connect Platform or by using the Agility Connect Platform to share a Job Post with a candidate who may then apply for the Job Post him or herself. Members may also invite other individuals to become Members.

The term “you” refers to a “Member,” as applicable. 

Member Terms

A contract (a “Recruiting Contract”) is formed between Agility Partners and Member when Member submits information with respect to a Qualified Referral through the Agility Connect Platform and Member accepts the Terms of Use as directed by the Agility Connect Platform. A Recruiting Contract commences upon the later of the date Member accepts the Terms of Use or the date Agility Partners determines the candidate submitted to be a Qualified Referral (such date, the “Referral Date”).

A “Qualified Referral” is the referral of a candidate by a Member that meets the following conditions:

If a Qualified Referral submitted by Member for a Job Post is hired by the applicable Client within six months from the Referral Date, Agility Partners will pay Member a reward in an amount equal to 100% of the Member Percentage listed in the applicable Job Post, payable after payment is received from the Client.

If the Qualified Referral is not hired for the Job Post for which Member submitted the Qualified Referral, Agility Partners may seek another Job Post for which such Qualified Referral may be suitable. If the Qualified Referral is hired by another Client in such a case within six months from the Referral Date, Agility Partners will pay Member a reward in an amount equal to 100% of the Member Percentage listed in the applicable Job Post, payable after payment is received from the Client.

In addition to entering into Recruiting Contracts with Agility Partners, Member may use the Agility Connect Platform to (i) share a Job Post with a candidate who may then apply for the Job Post him or herself and (ii) submit him or herself for Job Post for a fee as described above.

If Member uses the Agility Connect Platform to share a Job Post with a candidate who applies for a Job Post him or herself and is hired by a Client, Agility Partners will pay Member an award in the amount described above as if the candidate had been contained in a Qualified Referral submitted by Member for such Job Post, payable after payment is received from the applicable Client.

If Member submits him or herself for Job Post and is hired by an Agility Partners Client, Agility Partners will pay Member a reward in an amount equal to 100% of the Member Percentage listed in the applicable Job Post, payable after payment is received from the Client.

Duplicate Referrals

Member has the exclusive right to rewards resulting from the hire of a candidate, or the hire of him or herself as a result of Member submitting oneself, included in a Qualified Referral made by that Member for a period of six months from the Referral Date, whether or not the candidate is hired for the Job Post with respect to which the Qualified Referral was submitted or another Job Post. Any submission of the name of such candidate by another Member within that six month period will constitute a “Duplicate Referral.”

If a Member submits a possible Duplicate Referral, Agility Partners will send an e-mail stating that there is a possible duplication. The Agility Partners account executive will review the referral. A referral that is determined to be a Duplicate Referral will be rejected and Agility Partners will notify the Member.

Member Payments

Each Recruiting Contract between Agility Partners and a Client includes an employment guarantee (see above) for a specified period (the “Guarantee Period”). Agility Partners will pay any applicable reward due to Member as follows:

Agility Partners will pay the applicable reward and any other fees due Member by direct deposit. You agree that we have permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms we retain in the future) your submitted account information in order to process your payment.

Tax Reporting

Agility Partners is a third party processor, and pursuant to Section 6050W of the Internal Revenue Code, Agility Partners will provide a Form 1099-K (“Payment Card and Third Party Network Transactions”) to the Internal Revenue Service for any Member based in the United States who is paid over $20,000 through the Agility Connect Platform and enters into over 200 Recruiting Contracts in a single calendar year.

Except as provided above, Agility Partners will have no responsibility for determining the necessity of or for issuing any tax forms, or for determining, remitting, or withholding any taxes applicable to payments made by Agility Partners to Member and Member will be solely responsible for determining whether Member is required by applicable law to file any tax forms or remit to the appropriate authorities any taxes or similar charges applicable to payments made by Agility Partners to Member, and filing any such tax forms and remitting any such taxes or charges to the appropriate authorities. Agility Partners will have the right, but not the obligation, to audit and monitor Memberʼs compliance with applicable tax laws as required by this section. Further, in the event of an audit of Agility Partners, Member agrees to promptly cooperate with Agility Partners and provide copies of Memberʼs tax returns and other documents as may be reasonably requested for purposes of such audit.

Worker Classification; Other Activities

Member is an independent contractor of Agility Partners. This Recruiting Contract Policy does not create an employment, partnership, or agency relationship between Agility Partners and Member. Member does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Agility Partners or Client. Member acknowledges that Agility Partners does not, in any way, supervise, direct, or control Memberʼs work in any manner. Agility Partners does not set Memberʼs work hours and location of work. Agility Partners does not provide Member with training or equipment needed for any Recruiting Contract or other activity using the Agility Connect Platform. Except as otherwise provided in the Terms of Use, Agility Partners will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Member will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to any payment made by Agility Partners to Member.

Member, as an independent contractor, is free at all times to provide services to persons or businesses other than Agility Partners, including any competitor of Agility Partners.

Member agrees not to contact Agility Partners Clients directly for the purpose of providing recruiting services if Member discovered such Clients’ names using the Agility Connect Platform for a period of twelve (12) months after the Referral Date of the most recent Recruiting Contract between Member and Agility Partners.

Audit Rights

Member will (i) create and maintain records to document satisfaction of its obligations under this Recruiting Contract Policy and any Recruiting Contract, including without limitation its payment obligations and compliance with tax laws, and (ii) provide copies of such records to Agility Partners upon request. Agility Partners, or Agility Partnersʼs advisors or members, will have the right, but not the obligation, to routinely, but no more frequently than annually, audit Memberʼs operations and records to confirm compliance. Nothing in this provision should be construed as providing Agility Partners with the right or obligation to supervise or monitor any services performed by Member.

Termination of a Recruiting Contract

Member may terminate a Recruiting Contract at any time if no payment by Agility Partners has been made to Member. If a payment has been made under on a Recruiting Contract, Member may terminate only with Agility Partners’ prior written consent.

Agility Partners’ Role

You acknowledge all of the following:

All Recruiting Contracts will be governed by the terms and conditions of this Recruiting Contract Policy and the Terms of Use, unless otherwise agreed to in writing signed by Member, as applicable.

Miscellaneous

The information entered by Member, as applicable, this Recruiting Contract Policy, and the Terms of Use constitute the entire agreement and understanding of Member with respect to each Recruiting Contract as of the Job Post Date or Referral Date, as applicable, and will cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them. If any provision herein is held invalid or unenforceable by any court of competent jurisdiction, the other provisions will remain in full force and effect. Any provision held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.