TeamEx Client Service Agreement

Parties. This Client Service Agreement (the "Agreement") is between TeamEx Inc., a Delaware corporation, with its notice address at 332 S Michigan Ave, Suite 121 #5233, Chicago, IL 60604 ("TeamEx"), and the business identified in the Client Account that accepts it ("Client"), each a "party." It takes effect when Client's authorized representative accepts it under Section 23 (the "Acceptance Date"). The Effective Date above is the publication date of this version.

Key points

• Free to start. Searching, shortlisting, Interview Requests and interviews are free. Nothing is charged until Client accepts an Engagement Order. Every number is stated in the section that uses it.
• Direct Hire. Client pays a one-time Placement Fee after the Expert starts. No deposit (Section 4).
• Contract Engagement. The Expert contracts with and is paid by the Provider. Client pays TeamEx a monthly Client Price, in arrears, after funding a Security Deposit, for a minimum term that renews unless Client gives notice in time (Section 5).
• Guarantee. If a hire fails, Client submits a Hire Outcome Report and, if approved, gets one Second Hire at no extra fee. A Direct Hire fee is refunded only if the Second Hire also fails. A Contract Engagement gets an exit, never a refund (Section 6).
• Hiring a contract Expert directly costs a Conversion Fee (Section 7).
• Report immediately every offer to, and start by, an introduced Expert, and don't hire around TeamEx (Section 8).
• Client decides whom to hire, uses only lawful criteria, and keeps Expert Data confidential (Sections 9 to 11).
• Limits and disputes. TeamEx's liability is capped (Section 16). Either party may end this Agreement on notice (Section 17). Delaware law governs; disputes go to individual arbitration in Wilmington, Delaware, with no class actions or jury trials; anything not arbitrated goes to the courts in New Castle County, Delaware (Sections 18 and 19).
• This summary orients you; the numbered sections control.

1. Definitions

Capitalized terms not defined here have the meanings in the Terms of Use.

1.1 Placement Fee: the one-time Direct Hire fee in 4.2.

1.2 Client Price: the monthly amount Client pays TeamEx for a Contract Engagement, calculated under 5.1.

1.3 Expert Compensation: for a Contract Engagement, the monthly pay agreed between Client and Expert; for a Direct Hire, the first-year annualized gross base salary.

1.4 Service Fee: Client Price minus Expert Compensation.

1.5 Security Deposit: the amount in 5.5 that Client pays before a Contract Engagement starts.

1.6 Start Date: the Expert's first day of work under an Engagement Order, as recorded there or, if different, the actual first day.

1.7 Protection Period: for each introduced Expert, 12 months from the Introduction, however the hire is arranged; for a Contract Engagement, also the Contract Engagement itself and 12 months after it ends, including after the Expert resigns.

1.8 Conversion Fee: the one-time fee for hiring an Expert directly during or after a Contract Engagement.

1.9 Expert Data: every part of a Profile, the identity and contact details revealed on Introduction, and any other information about an Expert that Client gets through the Platform.

1.10 Guarantee Period: 90 calendar days from each Expert's Start Date.

1.11 Hire Outcome Report: the report in Section 6.2.

1.12 Second Hire: the one further hire at no extra fee under Section 6.4.

1.13 Provider: the Contractor of Record Provider, as defined in the Terms of Use.

1.14 Commercial Terms: the fees and periods stated in this Agreement.

1.15 Covered Engagement: any employment of, or paid engagement or contract with, an Expert introduced to Client, by Client, its affiliate or any intermediary acting for either, in any form (including as a contractor, through another agency or provider, or through the Expert's own entity), at equivalent annualized compensation. A Direct Hire and a Contract Engagement are both Covered Engagements.

2. Services and relationship of the parties

2.1 Services. TeamEx gives Client access to search Profiles, sends Client's Interview Requests and records Introductions. For a Direct Hire, it records the hire in an Engagement Order and invoices the Placement Fee. For a Contract Engagement, it arranges for the Expert to contract with the Provider, bills the Client Price, pays the Provider and provides the guarantee in Section 6. Accounts, searching, shortlisting, Interview Requests and interviews are free; fees are payable only when a Covered Engagement begins.

2.2 Relationship. The parties agree that:

(a) TeamEx does not employ, contract with, pay, direct or supervise Experts, or set their hours, tasks or discipline;

(b) in a Contract Engagement, the Expert contracts with and is paid by the Provider's entity for the Expert's country, which handles tax forms and local compliance;

(c) TeamEx runs a search engine for hiring engineers. It is not Client's employer of record, recruiter, staffing agency, professional employer organization, payroll provider, money transmitter or payment processor, and is not an employer or joint employer of any Expert. Amounts Client pays are TeamEx's own fees;

(d) TeamEx is not a consumer reporting agency and furnishes no criminal, credit or similar records. A Profile is TeamEx's first-hand record of conversations, materials and public sources the Expert chose. Client must not use Expert Data as a background check or for any decision governed by the Fair Credit Reporting Act or a state equivalent, or ask TeamEx to obtain such information;

(e) Client and Expert negotiate pay directly. TeamEx does not set, recommend or negotiate it, and a salary expectation on a Profile is the Expert's own statement; and

(f) TeamEx and Client are independent parties. Nothing here creates a partnership, joint venture or agency, or makes TeamEx a party to Client's relationship with an Expert or the Provider.

2.3 Licensing. TeamEx charges Clients only, never Experts. If a licensing or fee statute makes a fee provision unenforceable as written, it is enforced as far as the statute allows, and TeamEx keeps any claim for the reasonable value of its services.

2.4 Registration. Where the role's state requires a license or registration for employer-paid placement services, the Engagement Order shows TeamEx's number for that state, or "not applicable". The Placement Fee does not vary by location.

3. Account and payment authorization

3.1 Account. Client creates its Account through an authorized representative who is at least 18 years old and authorized to bind Client. Client is responsible for everyone it authorizes and for keeping credentials confidential.

3.2 Fee disclosure. Before Client authorizes payment, the Platform shows the Placement Fee, the Client Price formula, billing in arrears, the minimum term, renewal and termination-request terms, the Security Deposit, the Conversion Fee schedule and the cancellation method, and Client confirms it reviewed them.

3.3 Payment method. Before sending an Interview Request, Client puts a payment method on file (a card or business bank account; ACH debit authorization where a bank account is used) and authorizes charges under 3.4. Nothing is charged until an Engagement Order is accepted and, for a Direct Hire, the Expert starts.

3.4 Payment authorization. By adding a payment method and ticking the authorization box, Client authorizes TeamEx, through its payment provider, to charge the card or ACH-debit the account (and credit corrections) for: (a) the Placement Fee when due (4.3); (b) Contract Engagement charges (5.2 and the Engagement Order); (c) any other amount due under this Agreement or an Engagement Order, when due; and (d) a charge that differs from the Engagement Order, only after at least 10 calendar days' notice. Client confirms any bank account is a business account in its name and any card is a business card issued to Client or its representative. If a bank account is a consumer account under the Electronic Fund Transfer Act, that law's consumer rights apply. A copy of the authorization is in Client's Account.

3.5 Revocation. Client may revoke by notice under Section 21, effective 3 business days after receipt. Amounts already owed stay owed. While an Engagement Order is active, Client must add a substitute payment method within 5 business days, or TeamEx may suspend under 13.3.

3.6 Failed charges. TeamEx may re-present a failed charge up to 2 further times within 7 calendar days. Client reimburses returned-item and chargeback fees. A failed charge counts as late from the original due date (13.2, 13.3).

4. Direct Hire

This Section 4 applies only to a Direct Hire.

4.1 Placement Fee payable. A Placement Fee is payable for every Direct Hire: a Covered Engagement, other than a Contract Engagement, that begins within 12 months after the Introduction, however it is arranged (through the Platform, directly or through a third party).

4.2 Amount. The fee is the greater of 25% of the Expert's first-year annualized gross base salary or USD 10,000, regardless of role or location. Base salary excludes bonus, commission, equity, benefits and employer taxes. For a part-time, fixed-term or contractor hire, it is the agreed rate annualized as full-time for a full year. The fee is one-time, and there is no deposit.

4.3 Timing. The fee becomes payable when the Expert starts work; accepting an offer alone does not trigger it. TeamEx invoices on the Start Date; the invoice is due 15 calendar days after the Start Date. The fee is non-refundable except under 6.6.

4.4 Reporting. Client must report an accepted offer through the Platform immediately on acceptance, and in any case before the Start Date, stating role title, first-year base salary and Start Date. If Client does not report and TeamEx later learns of the hire, the fee is payable from the Start Date, with interest under 13.2 from the due date in 4.3.

4.5 After the Start Date. From the Start Date, Client's relationship with the Expert is governed only by their own agreement; TeamEx's only role is Section 6 and the fee terms. Client is responsible for the Expert's classification, work-authorization checks, payroll, taxes, benefits, workplace policies and employer law. Intellectual property in the Expert's work is between Client and Expert.

5. Contract Engagement

This Section 5 and Section 7 apply only to a Contract Engagement.

5.1 Client Price. Client pays TeamEx the Client Price monthly: Expert Compensation ÷ 0.75. For example, Expert Compensation of USD 10,000 gives a Client Price of USD 13,333.33 and a Service Fee of USD 3,333.33 (25% of the Client Price); if Expert Compensation is adjusted to USD 8,000, the Client Price becomes USD 10,666.67. TeamEx pays the Provider's costs out of the Service Fee and adds no separate placement, setup, onboarding or Provider fee unless the Engagement Order states one. A change in Expert Compensation changes the Client Price by the same formula.

5.2 Billing, Security Deposit, eligibility. TeamEx bills monthly in arrears in USD: it invoices the previous month's service on the first business day of each month and charges the payment method on file automatically during the first 5 business days of that month; if the charge fails, the invoice is due 15 calendar days after the invoice date. Partial months are prorated by calendar day. Each invoice shows Expert Compensation and Service Fee separately. TeamEx gives at least 10 calendar days' notice before any charge whose amount or date differs from the Engagement Order. Before the Start Date, Client must fund the Security Deposit, and the Expert does not start until it has cleared and TeamEx has approved the Expert's eligibility for the Provider's contract in the Expert's country.

5.3 Minimum term. The minimum term is 6 months from the Start Date, or longer if the Engagement Order says so. It is a committed term for a specific Expert, not a Platform subscription.

5.4 Renewal and termination request. At term end the engagement renews for a further term of the same length unless a party gives written notice of non-renewal at least 30 calendar days before term end (shorter notice works only if TeamEx approves; Provider notice and closeout duties still apply). TeamEx sends a renewal reminder 45 calendar days before term end, stating the renewal date, term length, renewal Client Price and termination-request deadline. Client may give notice in the Platform (no harder than accepting) or by email under Section 21. The Platform offers non-renewal (effective at term end, no more Service Fee) and early termination (5.6) as separate choices, each showing the amount still payable. Notice is effective when the Platform records it or TeamEx receives the email. Client's express consent to the term, renewal, automatic charge and cancellation terms is captured in the Engagement Order before any charge. A compensation change does not reset the term or renewal date unless the updated Engagement Order says so. The Agreement version in force on the renewal date governs the renewal term; if it has a material change, TeamEx asks Client to re-accept before then, failing which the prior version continues for that renewal term only.

5.5 Security Deposit. Client funds it, in an amount of at least one month of Client Price, and it must clear before work begins and before the Provider's contract starts. TeamEx holds it without interest and may apply it to any amount unpaid when due (Client then restores it within 10 business days). It is not applied to the monthly Client Price while the engagement runs; it secures uninterrupted payment of the Expert, through the Provider, for days worked before a later Client Price clears. After the engagement ends and the final invoice is reconciled, TeamEx credits it to the final invoice and refunds any excess or collects any shortfall within 30 calendar days. This is no promise to the Expert about when the Provider pays.

5.6 Early termination by Client. Client may end a Contract Engagement early on written notice. Unless Client terminates for TeamEx's uncured material breach (17.3) or under the guarantee (6.7), the Service Fee for the rest of the current term, at the last agreed rate and prorated by calendar day with no acceleration, stays payable monthly; the remaining term runs from the termination date to the end of the current term, extended by any pause under 6.7. Client may prepay it without discount. Expert Compensation stops when the Expert stops working and is not billed after the last working day; earned Expert Compensation, notice payments, approved expenses and the Provider's closeout costs remain payable. The parties agree the continuing Service Fee reflects the service TeamEx committed for the term and is not a penalty.

5.7 Expert resignation or removal. If the Expert resigns, or the Provider ends the Expert's contract for reasons not caused by Client, Client's remaining Service Fee commitment ends. Charges through the last working day and the Provider's closeout costs remain payable. Section 6 covers the Second Hire.

5.8 Conduct. Client contracts only with TeamEx and directs the technical work: priorities, deliverables, acceptance criteria, deadlines and the availability window in the Engagement Order. Client must not: (a) put the Expert on its payroll, benefits or equity plan, or call the Expert its employee; (b) direct the Expert's means, methods, tools (other than for security or legal reasons), hours or location beyond the availability window; (c) discipline the Expert or run a performance-improvement process (Client raises concerns through the Platform and TeamEx relays them to the Provider without deciding them); (d) require exclusivity beyond the availability commitment; or (e) change the role, scope, location or hours without first notifying TeamEx in the Platform. Compensation changes take effect through an updated Engagement Order and recalculated Client Price. Security requirements are Client's and the Provider's, relayed by TeamEx; the Expert reports security incidents to Client and the Provider.

5.9 Equipment, leave, holidays. These follow the Provider's terms for the Expert's country; the monthly Client Price is not reduced for unpaid absence. The Engagement Order records the availability window and equipment arrangement. TeamEx does not warrant any number of working hours.

5.10 Intellectual property. TeamEx requires the Provider's agreement with the Expert to assign work product to Client (or to the Provider with a present onward assignment to Client), with a moral-rights waiver or non-assertion where local law allows. Before the Start Date, the Expert also gives Client a direct confidentiality and work-product undertaking in the Expert Engagement Confirmation, which TeamEx may enforce on Client's request. TeamEx claims no rights in work product and does not warrant how these assignments work under laws it does not control. TeamEx owns the Platform, its taxonomies, evaluation methodology and aggregated data.

5.11 Classification. The Provider is responsible for the Expert's classification under its agreement and local law. TeamEx passes through to Client any misclassification indemnity the Provider gives TeamEx, to the extent TeamEx recovers it after pursuing it in good faith. Client's breach of 5.8, or inaccurate role information, voids the pass-through for the related loss. If TeamEx or the Provider decides the engagement no longer fits the contractor model, TeamEx tells Client and the parties adjust it, move it to another Provider arrangement under a new Engagement Order, or convert it to a Direct Hire with the Conversion Fee (Section 7).

6. Second Hire guarantee

Sections 6.1 to 6.5, 6.8 and 6.9 apply to every hire. Section 6.6 applies only to a Direct Hire and Section 6.7 only to a Contract Engagement.

6.1 Guarantee Period. Each Direct Hire and Contract Engagement has its own Guarantee Period of 90 calendar days, running from that Expert's Start Date.

6.2 Hire Outcome Report. If a hire does not work out within the Guarantee Period, Client submits a Hire Outcome Report in the Platform within 5 business days after the Expert's last working day or Client's decision to end the hire, whichever is earlier; later reports do not qualify. The same form is used for every attempt. It asks why the hire failed, for an explanation and evidence (such as screenshots or documents), whether the role changed, whether terms or pay changed after the Start Date, and whether the Expert resigned. A TeamEx account executive approves or declines it in writing.

6.3 Conditions. A report qualifies only if (a) the Expert resigned, or Client ended the hire for documented performance or fit reasons; (b) all invoices are paid; (c) the role was substantially the same as in the Engagement Order; and (d) Client cooperated with TeamEx and the Expert within reasonable timeframes, including in any review. No Second Hire is owed for a layoff, role elimination or hiring freeze; a material change to the role's pay or responsibilities; Client misconduct toward the Expert; Client's breach of this Agreement; or while any invoice is unpaid.

6.4 Second Hire credit. Approval gives Client one Second Hire: one further Expert at no additional Placement Fee or, for a Contract Engagement, under the same Engagement Order (6.7). Client and the new Expert must accept an offer with an agreed Start Date within 45 calendar days after approval of the Hire Outcome Report (the Start Date itself may be later), or the credit lapses. One Second Hire per Engagement. It carries its own Guarantee Period from the new Expert's Start Date.

6.5 Nature. A Second Hire is an introduction opportunity, not a staffing service. Searches, shortlists, Interview Requests and interviews stay unlimited; TeamEx does not screen, shortlist or send Experts; Client runs its own search and TeamEx may assist. What counts is the hire.

6.6 Direct Hire: refund. If the Second Hire also fails within its Guarantee Period and TeamEx approves a second Hire Outcome Report, TeamEx refunds the Placement Fee in full, within 30 calendar days after approval of the second report, to the original payment method. There is no refund without first using the Second Hire, or after the Guarantee Period. No Placement Fee is payable for the Second Hire.

6.7 Contract Engagement: pause, completion, exit. There is no refund, because there is no placement fee. Between the first Expert's last working day and the Second Hire Expert's Start Date, the Service Fee and the term clock pause. The Second Hire Expert completes the unused original term; the minimum term does not restart. If the Second Hire also fails within its Guarantee Period and TeamEx approves a second report, Client may end the engagement at any time on written notice with no further obligation for the remaining term. In every case, Service Fees through the last working day, earned Expert Compensation and the Provider's closeout costs remain payable, and TeamEx credits the Security Deposit to the final invoice and refunds any excess (5.5).

6.8 Outside the guarantee. An Expert who resigns or is removed after the Guarantee Period is outside the guarantee. Engaging another Expert needs a new Engagement Order and, for a Direct Hire, a new Placement Fee. Once a contract Expert converts to a Direct Hire (Section 7), no guarantee or refund applies to that Expert.

6.9 Sole remedy. The Second Hire, refund and exit in this Section are Client's only remedies for an Expert's resignation, termination, performance or fit. TeamEx does not warrant that any Expert will accept an Interview Request, be available, qualified or authorized to work, perform to any standard or stay for any period.

7. Conversion Fee

This Section 7 applies only to a Contract Engagement.

7.1 Election. During a Contract Engagement, and during the post-contract protection period after it, Client may hire the Expert directly, as employee or contractor, by paying the Conversion Fee. It is the agreed price of that election, an alternative to continuing the engagement, not damages or a penalty.

7.2 Amount. The fee is a percentage of the Expert's annualized gross base compensation at the rate Client offers, set by completed months of active service: 25% under 6 months; 20% from 6 to under 12 months; 15% from 12 to under 18 months; 10% at 18 months or more; with a minimum of USD 10,000. Months paused under 6.7 do not count. Base compensation excludes bonus, commission, equity, benefits and employer taxes. If Client does not disclose the offered compensation within 10 business days after request, the base is 12 times the last monthly Expert Compensation.

7.3 Frozen tier. For a hire after the engagement ends, the tier is frozen at the service completed when it ended; waiting does not lower it.

7.4 Process. Client notifies TeamEx in the Platform before the Expert starts in the direct role. TeamEx invoices the fee, due 15 calendar days after the direct Start Date. Payment ends the remaining term commitment; Service Fees are prorated to the conversion date and none accrue after the Expert's last working day under the engagement; accrued charges and the Provider's unavoidable closeout costs remain payable; and the Security Deposit is credited or returned under 5.5.

7.5 Unreported conversion. If Client, an affiliate or an intermediary acting for either begins a Covered Engagement with the Expert during the post-contract protection period without notifying TeamEx, the fee is payable at the tier applying on the direct Start Date. TeamEx invoices it only after the notice and response window in 8.5; interest under 13.2 runs from the due date, 15 calendar days after TeamEx's invoice.

7.6 Local caps. Where a mandatory law where the Expert works limits the period or amount of a fee for hiring a contract worker directly, the fee applies only as far as that law permits.

8. Non-circumvention and reporting

8.1 Scope. During an Expert's Protection Period, Client must not begin a Covered Engagement with that Expert except by reporting it to TeamEx and paying the Placement Fee or Conversion Fee that applies. The fee is the price of hiring; nothing stops Client from hiring.

8.2 Reach. 8.1 also covers Covered Engagements through Client's affiliates, portfolio or parent companies, staffing agencies, employer-of-record providers, the Expert's own entity or any other intermediary acting for Client.

8.3 Prior relationship. The fees do not apply to an Expert Client had documented contact with about employment or engagement within the 6 months before sending the Interview Request, shown by records dated in that period that Client produces within 5 business days after the Introduction. Otherwise this exclusion is waived for that Expert.

8.4 Reporting duty. Client must report through the Platform, immediately, every offer to an introduced Expert and every Covered Engagement that begins, during a Protection Period.

8.5 Verification review. To check that Covered Engagements are reported, TeamEx may review publicly available professional information about introduced Experts and ask Client or the Expert for written confirmation. A person reviews any automated finding. Before invoicing a fee for an unreported Covered Engagement, TeamEx gives Client written notice and 10 business days, within which Client must confirm that no Covered Engagement began or provide records showing the Start Date and compensation. TeamEx uses those records only to compute and collect the fee and resolve any dispute about it. The review is not shared with Client or used to evaluate any Expert.

8.6 No contact outside the Platform. Client must not try to identify, locate or contact an Expert outside the Platform before the Expert accepts Client's Interview Request.

9. Client obligations and lawful hiring

9.1 Decision-maker. Client alone decides whom to contact, interview, hire or engage, and on what terms, and is the employer or hiring party for every law governing recruiting and hiring for its roles.

9.2 Lawful criteria. Client uses search, filters and criteria only for lawful, job-related purposes. It must not enter or rely on a criterion based on, or acting as a proxy for, a protected characteristic, including age, race, color, national origin, citizenship or immigration status, sex, pregnancy, religion, disability, genetic information, marital or family status, sexual orientation, gender identity, veteran status or salary history. Proxies include postal code, graduation year, name and photograph. TeamEx may decline, modify or neutralize any criterion it believes unlawful.

9.3 Work authorization. Client may require only authorization to work in the role's country, and must not use citizenship, visa type or class, immigration status, or a "no sponsorship" condition. The "US work permit" item is the Expert's own statement and the documents the Expert chose to show in a TeamEx Interview; it is not a determination of eligibility. Client remains responsible for its own employment-eligibility verification after hire.

9.4 Hiring-law notices. Client is responsible for every notice, disclosure, audit, record, accommodation and adverse-action step that applies to its use of automated tools in hiring, including under New York City Local Law 144, the Illinois Human Rights Act's AI provisions, Colorado's AI law and California's automated-decision regulations, where they apply to Client. TeamEx will: document how its AI Tools work (intended uses, inputs, human-review steps); give Client on request a description of the tools and the AI & Verification Notice for its own notices; keep records of Profile decisions, criteria outputs and human sign-offs for 4 years and make Client's own records available to it for a lawful purpose; and, subject to Section 11, give the de-identified information Client reasonably needs for a bias audit or required notice. Client's obligations and indemnities do not cover liability arising from TeamEx's own AI Tools, Profile content or developer-side duties.

9.5 Records requests. Each party cooperates reasonably with the other on lawful agency, regulator or court requests about a hiring decision involving an Expert, including preserving and producing its own records.

9.6 Treatment of Experts. Client deals with Experts professionally and lawfully, does not record an interview without the consent the law requires, and does not ask for unpaid work beyond a reasonable interview exercise.

9.7 Platform conduct. Client must not reverse engineer the Platform, collect Profiles by automated means, or use Expert Data or Profile content to train a machine-learning model. The Terms of Use list more prohibited conduct.

10. AI Tools, Profiles and verification

10.1 What a Profile contains. A Profile is built from the TeamEx Interviews, what the Expert enters and the Connected Sources the Expert chooses to connect (see the AI & Verification Notice). It shows work history, skills, products built, traits and short quotes from a TeamEx Interview. Only items a TeamEx person checked in a TeamEx Interview carry the human-checked mark. An item from a Connected Source shows its source and date and is not individually checked.

10.2 AI Tools. AI Tools convert Client's plain-English search into filters, suggest Profile items from transcripts, take information from Connected Sources, indicate which Experts in a result set appear to meet Client's written criteria (alongside the full Profile), and assist the review in 8.5. AI Tools never remove or decline an Expert and never make or recommend a hiring decision.

10.3 No reliance. Profile content, badges, strength levels and criteria results are informational, current only as of the date shown, and may be incomplete or inaccurate. Client must not treat them as a determination of anyone's qualifications, identity, credentials, work authorization, performance or suitability, and must do its own interviews and diligence. The AI & Verification Notice explains each badge and its limits.

11. Confidentiality and Expert Data

11.1 Confidential Information. "Confidential Information" is non-public information a party discloses under this Agreement that is marked confidential or that a reasonable person would see as confidential. Expert Data is TeamEx's Confidential Information and the Expert's personal information; Client's role descriptions, criteria, notes and compensation offers are Client's. It excludes information that is public through no fault of the recipient, already known to the recipient, independently developed, or received from a third party with no duty of confidence.

11.2 Duties. The recipient uses Confidential Information only to perform or receive services under this Agreement, protects it with at least reasonable care, and shares it only with personnel and advisers who need it and are bound by comparable duties. It may disclose it as law requires, giving notice where lawful.

11.3 Expert Data. Client uses Expert Data only to evaluate and work with the Expert for roles at Client and the affiliates named in its Account. Client must not: export, copy or share Expert Data beyond the authorized Account users who need it; share an Expert's identity or job-seeking status with the Expert's current employer or any recruiter, agency or other third party; or use Expert Data to build or enrich any database. Client deletes Expert Data about Experts it does not hire within 12 months after the Introduction, or earlier on TeamEx's request, unless law requires it to keep it. The 8.5 review does not widen Client's permitted uses.

11.4 Duration. These duties last for 5 years after this Agreement ends and, for trade secrets and personal information, as long as the law protects them.

12. Data protection

12.1 Roles. For Expert and Client Account data, TeamEx is an independent business or controller as the Privacy Policy describes. For Client-authored data TeamEx processes for Client, TeamEx is Client's service provider or processor under Exhibit B, which is part of this Agreement. For Expert Data disclosed to Client, Client is an independent business or controller and must follow 11.3 and applicable law.

12.2 Security. Client is responsible for the security of its own systems and the access it gives Experts.

13. Fees: general terms

13.1 Taxes. Fees exclude sales, use, value-added and similar taxes, which Client pays (other than taxes on TeamEx's income). If Client must withhold tax, it grosses up so TeamEx receives the full fee.

13.2 Late payment. Overdue amounts accrue interest at 1.5% per month (or the lawful maximum, if lower) from the due date until paid, plus TeamEx's reasonable collection costs, including attorneys' fees in a collection action.

13.3 Suspension. If an amount stays unpaid after 10 days following written notice of non-payment, TeamEx may suspend Client's Account and any active Contract Engagement until paid. TeamEx notifies the Provider, which may pause the Expert's assignment. Client remains liable for the Service Fee for the term, and TeamEx remains responsible to the Provider for Expert Compensation for days worked.

13.4 Invoice disputes. Client raises any good-faith dispute in writing within 30 calendar days after the invoice date, stating amount and reason, and pays the undisputed portion when due. The parties work in good faith to resolve it within 30 calendar days. Disputes not raised in time are waived, except that fees for an unreported Covered Engagement under 4.4 or 7.5 use the 8.5 response window instead.

13.5 No set-off. Client does not withhold or set off fees against any claim against TeamEx.

13.6 Fee terms are exclusive. The fees in this Agreement and the applicable Engagement Order are the only fees payable. No side agreement, cap, discount or waiver binds TeamEx unless recorded in an Engagement Order or signed by a TeamEx officer.

14. Warranties and disclaimers

14.1 Mutual. Each party warrants that it validly exists, that the person accepting is authorized to bind it, and that its performance will comply with applicable law.

14.2 TeamEx. TeamEx warrants that each Expert shown on the Platform completed, as of the date the Profile was published, the TeamEx Interviews (as defined in the Terms of Use) or the evaluation process TeamEx then used, and that it will perform with reasonable care. Completing the TeamEx Interviews describes the process, not the Expert's future performance.

14.3 Client. Client warrants that its roles, criteria and hiring practices comply with law, that what it tells TeamEx about a role or offer is accurate, and that it will treat Experts as Section 9 requires.

14.4 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 14, THE PLATFORM, THE SERVICES, AND ALL PROFILES AND EVERYTHING SHOWN ON THEM, CRITERIA RESULTS AND OTHER AI TOOL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, TEAMEX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT. TEAMEX DOES NOT WARRANT THAT ANY EXPERT WILL BE AVAILABLE, QUALIFIED, AUTHORIZED TO WORK OR SUITABLE, THAT ANY EXPERT WILL ACCEPT AN INTERVIEW REQUEST OR OFFER, THAT THE PROVIDER WILL PERFORM, OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

15. Indemnities

15.1 By Client. Client defends, indemnifies and holds harmless TeamEx and its officers, directors, employees and agents against third-party claims, and resulting losses, penalties and reasonable attorneys' fees, arising from: (a) Client's search criteria, filters and hiring decisions, including discrimination claims or failure to give a required notice; (b) Client's use or disclosure of Expert Data, including any attempt to identify or contact an Expert outside the Platform; (c) Client's recording of an Expert; (d) Client's classification, treatment, supervision or payment of any Expert, including conduct that makes an Expert an employee or joint employee of Client, and any breach of 5.8; (e) Client's systems, data and the access it gives Experts; (f) Client's violation of law or this Agreement; and (g) any dispute between Client and an Expert arising from Client's own conduct, offer or engagement of the Expert.

15.2 By TeamEx. TeamEx defends, indemnifies and holds harmless Client against third-party claims that the Platform, as provided by TeamEx and used as this Agreement allows, infringes a US patent, copyright or trademark or misappropriates a trade secret, and pays resulting damages finally awarded and reasonable attorneys' fees. TeamEx has no obligation for claims arising from Expert Data or work product, Client's combination of the Platform with other systems, Client's changes to any output, or use after TeamEx offered a non-infringing alternative. If the Platform is or may be enjoined, TeamEx may secure the right to continue, modify the Platform, or terminate this Agreement and refund prepaid amounts for unworked periods. This Section is TeamEx's entire liability for infringement.

15.3 Procedure. The indemnified party gives prompt notice, gives the indemnifying party sole control of the defense and settlement (no settlement may bind the indemnified party without its consent), and cooperates at the indemnifying party's expense.

16. Limitation of liability

16.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS, OR FOR THE COST OF A BAD HIRE, A FAILED ENGAGEMENT, A DELAYED START OR A LOST OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.

16.2 CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TEAMEX'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM OR THE SERVICES, UNDER ANY THEORY, SHALL NOT EXCEED THE GREATER OF THE FEES CLIENT PAID IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND THE FEE FOR THE ENGAGEMENT CONCERNED. FOR TEAMEX'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 11 OR ITS DATA-PROTECTION OBLIGATIONS TO CLIENT UNDER SECTION 12 AND EXHIBIT B, THE CAP IS 3 TIMES THAT AMOUNT. TEAMEX IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF ANY EXPERT OR THE PROVIDER BEYOND THE REMEDIES IN SECTION 6, OR FOR CLIENT'S HIRING DECISIONS.

16.3 Carve-outs. Sections 16.1 and 16.2 do not limit: (a) Client's duty to pay fees; (b) a party's indemnity obligations (Section 15); (c) Client's breach of 11.3; (d) fraud or willful misconduct; or (e) liability the law does not allow to be limited.

16.4 Basis of the bargain. The Placement Fee and Service Fee are priced for an introduction service in which Client interviews, selects and manages the Expert, not for a guarantee of performance. Sections 6 and 16 reflect that.

17. Term and termination

17.1 Term. This Agreement starts on the Acceptance Date and continues until terminated under this Section.

17.2 For convenience. Either party may terminate this Agreement on 30 calendar days' written notice (this includes TeamEx ending an active Engagement Order). This does not by itself end an active Engagement Order; an active Contract Engagement continues under its Engagement Order and this Agreement until it ends under Section 5, 6 or 17.

17.3 For cause. Either party may terminate this Agreement or an affected Engagement Order if the other materially breaches and does not cure within 30 calendar days after written notice describing the breach. TeamEx may terminate immediately on notice if Client breaches Section 8, 9.2, 9.3 or 11.3, or if an amount stays unpaid for a further 15 calendar days after a suspension under 13.3.

17.4 TeamEx's discretion. TeamEx may decline, suspend, limit or end any person's access to or participation in the Platform at any time, for any lawful reason or none, without explaining, subject to anti-discrimination law and any right to an explanation the law gives for a decision substantially driven by an automated tool. For a Client with an active Engagement Order, TeamEx may end it for convenience only on 30 calendar days' notice, unless 17.3 cause exists. If TeamEx ends an active Contract Engagement for convenience, it refunds prepaid amounts for unworked periods, credits or returns the Security Deposit (5.5), bears any notice-period cost owed to the Provider, tells the Expert and the Provider the same day it tells Client, and Client's remaining Service Fee commitment ends.

17.5 Effect. On termination, Client pays all accrued amounts, the remaining Service Fee under 5.6 where it ended a Contract Engagement early, and any Placement Fee or Conversion Fee that becomes payable during a Protection Period still running. Client stops using the Platform and follows 11.3 for Expert Data it holds.

17.6 Survival. Sections 1, 2.2, 2.3, 4.1, 4.4, 4.5, 5.5 to 5.7, 5.10, 5.11, 6, 7, 8, 9.4, 9.5, 11, 12, 13, 14.4, 15, 16, 17.5, 17.6, 18, 19, 21, 22 and 24 survive termination, and Exhibit B to the extent it provides.

18. Dispute resolution

This Section requires individual arbitration and waives class actions and jury trials.

18.1 Informal resolution. Before arbitration or court, the party raising a dispute sends written notice describing it and the relief sought (to TeamEx's notice address in Section 21, or to Client's Account email), and the parties talk in good faith for 60 days. Limitation periods are tolled meanwhile.

18.2 Arbitration. Any dispute arising from this Agreement, an Engagement Order, the Platform or the services that is not resolved under 18.1 goes to binding individual arbitration before one arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wilmington, Delaware, in English, with video hearings unless the arbitrator orders otherwise. The Federal Arbitration Act governs. The arbitrator may award any relief a court could to the individual party, applies this Agreement including Section 16, and decides arbitrability, except that a court decides whether 18.4 is enforceable. Judgment on the award may be entered in any court with jurisdiction.

18.3 Carve-outs. Either party may bring an individual small-claims case, or ask a court for a restraining order, preliminary injunction or other interim relief to protect Confidential Information, intellectual property or Expert Data or to enforce Section 8. TeamEx may sue in court to collect unpaid fees.

18.4 Class and jury waiver. Each party brings claims only individually, not as plaintiff or class member in any class, collective, consolidated or representative proceeding, and each waives jury trial. The arbitrator may not combine claims of more than one Client except for the batching in 18.5. If this 18.4 is unenforceable for a claim, that claim goes to the courts named in Section 19 and is never arbitrated on a class or representative basis.

18.5 Mass arbitration. If 25 or more arbitration demands raising similar claims are filed against TeamEx by the same or coordinated counsel, the AAA Mass Arbitration Supplementary Rules apply and demands are handled in batches of 25 in the order filed, each batch with one arbitrator and one set of filing fees; after the first batch is decided the parties mediate the rest before more batches proceed. Limitation periods are tolled for each such claimant from first filing until their demand is heard.

18.6 Limits, costs, scope. Any claim must be filed within 1 year after it accrued, or it is permanently barred, except where law does not allow shortening and except TeamEx's fee-collection claims. Each party bears its own attorneys' fees, except the prevailing party in a fee-collection action recovers reasonable fees and costs, and except as the arbitrator awards under applicable law. This Section 18 is the only arbitration agreement between Client and TeamEx and covers every dispute between them, including about Platform use; the Terms of Use dispute section does not apply to Client. It survives termination; apart from 18.4, an unenforceable part is severed and the rest stands.

19. Governing law and venue

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and by the Federal Arbitration Act for Section 18. Claims not subject to arbitration go exclusively to the state and federal courts located in New Castle County, Delaware, and each party consents to their jurisdiction and venue. Where a non-waivable consumer- or worker-protection statute of an individual's home jurisdiction applies, this Section does not displace it.

20. Changes to this Agreement

TeamEx may publish a new version with notice by email or in-product message. For a Client with an active Engagement Order or open invoice, a change takes effect no sooner than 30 calendar days after notice and never changes pricing mid-term under an active Engagement Order. A material change needs Client's re-acceptance by checkbox before it sends more Interview Requests or accepts a new Engagement Order. Prior versions stay in Client's Account, and the version Client accepted governs each Engagement Order accepted under it.

21. Notices

Notices to TeamEx go by email to legal@teamex.ai with a copy by courier to TeamEx Inc., 332 S Michigan Ave, Suite 121 #5233, Chicago, IL 60604. Invoice and payment questions go to billing@teamex.ai. Notices to Client go to the primary email on Client's Account or by in-product message and are effective when sent. Dispute (18.1) and termination notices go by email with confirmation of receipt. Renewal, non-renewal, termination-request and cancellation notices may be given in the Platform (5.4).

22. Order of precedence

If documents conflict, this order applies, highest first: (1) the Engagement Order, for its designed fields and Special terms only; (2) this Client Service Agreement; (3) Exhibit B (Data Processing Addendum), which controls on processing of personal information between Client and TeamEx; (4) Exhibit A; (5) the Terms of Use, for use of the Platform. The Privacy Policy, the AI & Verification Notice and the Second Hire & Refund Terms page are informational and outside this list; the Refund Terms page mirrors Section 6, which controls. An Engagement Order cannot reduce Client's obligations under Sections 8, 9, 11, 12 or 15. Where a mandatory law of the Expert's or Client's location requires a different term, that law applies to that engagement as far as required and no further.

23. Acceptance

Client accepts this Agreement when an authorized representative ticks an unchecked box next to a link to it during Account setup or before the first Interview Request, and accepts each Engagement Order the same way at the moment of hire or start, confirming authority to bind Client. For each acceptance TeamEx records the document title and version, timestamp, Account identifier, the representative's name and title and the IP address, and keeps each accepted version in Client's Account to view and download. A material change needs re-acceptance (Section 20). The parties contract electronically; the acceptance record is their signature and is admissible evidence, and no wet-ink signature is used.

24. General

24.1 Assignment. Client may not assign this Agreement without TeamEx's written consent, except to a successor to all or substantially all of its business that assumes this Agreement in writing and is not a TeamEx competitor. TeamEx may assign to an affiliate or successor. The Placement Fee, Conversion Fee and Section 8 bind any assignee or successor that engages an introduced Expert.

24.2 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations.

24.3 Severability. An unenforceable provision is enforced as far as permitted and the rest stays. If a fee, period or percentage is found excessive, the arbitrator or court reduces it to the greatest enforceable amount rather than striking it.

24.4 Entire agreement. This Agreement, its Exhibits, each Engagement Order and the Terms of Use (as they apply to Client) are the entire agreement on their subject and replace prior proposals. The Privacy Policy, AI & Verification Notice and Refund Terms page are informational, not incorporated, and create no obligations or warranties. Where a Platform statement differs from this Agreement, this Agreement controls.

24.5 No third-party beneficiaries. Except indemnified persons under Section 15, no third party has rights under this Agreement. An Expert is not a party and has no rights or obligations under it.

24.6 Waiver. Not enforcing a provision is not a waiver.

24.7 Language. English controls over any convenience translation, except where law requires otherwise for a particular Client.

Exhibit A: Engagement Order Form

The Platform generates an Engagement Order for each Engagement from the details Client and the Expert confirmed, and presents it to Client for acceptance under Section 23. The Expert accepts a confirmation of the same Engagement under the Experts Agreement. Every number the Engagement Order does not fix itself is set by this Agreement.

A.1 Fields in both variants

Engagement Order number; Client legal name and Account identifier; Expert Profile identifier and name (revealed on Introduction); Introduction timestamp; role title and short description; Start Date; role location (state and city, for Sections 2.4 and 9.4); TeamEx's license or registration number for the role location (Section 2.4) or "not applicable"; governing documents (Client Service Agreement version and Client's acceptance timestamp; Terms of Use version; for Part 3, Experts Agreement version and the Expert's acceptance timestamp); Guarantee Period end date; payment method on file (last four digits); Special terms (any agreed term varying a field, within the limits of Section 22); acceptance record (representative's name and title, timestamp, Account identifier, IP address, version).

A.2 Direct Hire only

Hire type (employee or contractor); first-year annualized gross base salary in USD, excluding bonus, commission, equity, benefits and employer taxes; Placement Fee; invoice date (the Start Date) and due date; Direct Hire protection period end date.

A.3 Contract Engagement only

Expert Compensation (monthly, USD); Client Price; Service Fee; Security Deposit and the date it is charged; billing in arrears (5.2) with the first invoice date; eligibility approval date; minimum term and end date; renewal term, first renewal date and termination-request deadline; availability window and time zone; Expert's work location; equipment arrangement; Provider entity that will contract with and pay the Expert; Conversion Fee schedule and post-contract protection period (see Section 7); cancellation method (5.4).

Exhibit B: Data Processing Addendum

This DPA is part of the Client Service Agreement. Capitalized terms not defined here have the Agreement's meanings.

B.1 Scope and roles

B.1.1 Client Personal Data is personal information that Client or its personnel enter into the Platform and that TeamEx processes on Client's behalf: names, titles and contact details of Client's personnel, role descriptions, criteria, searches, interview notes, feedback on Experts and offer details. It excludes Expert Data and TeamEx's own Account and billing records about Client.

B.1.2 Roles. For Client Personal Data, Client is the business or controller and TeamEx the service provider or processor under the laws that apply, including the California Consumer Privacy Act and its regulations ("CCPA") and other US state privacy laws.

B.1.3 Expert Data. TeamEx is not Client's service provider for Expert Data; Section 12.1 sets the roles for it.

B.1.4 Purpose. TeamEx processes Client Personal Data for the term of the Agreement and the periods in B.8, by hosting, storing, displaying, transmitting, running searches and criteria evaluations and generating Engagement Orders, to provide the services (the "Business Purpose").

B.2 TeamEx's obligations as service provider

TeamEx will:

(a) process Client Personal Data only for the Business Purpose and on Client's documented instructions (the Agreement, this DPA and Client's use of the Platform);

(b) not sell or share it, as the CCPA defines those terms;

(c) not retain, use or disclose it for any other purpose or outside the direct relationship with Client, except as the CCPA permits a service provider (such as complying with law, detecting security incidents and improving services without using it to build or change a profile of an individual for another client);

(d) not combine it with personal information from other sources, except as the CCPA permits;

(e) comply with a service provider's CCPA obligations and give the level of privacy protection the CCPA requires of a business;

(f) tell Client within 10 business days if it can no longer meet this DPA, in which case Client may suspend the related processing;

(g) let Client take reasonable steps to stop and fix unauthorized use, including under B.6;

(h) bind personnel who access it to written confidentiality;

(i) help Client, through the Platform and reasonable cooperation, answer individuals' rights requests, and forward any request it receives within 5 business days; and

(j) delete or return it under B.8.

B.3 Client's obligations

Client will: (a) have a lawful basis and give the notices the law requires; (b) enter only what the Business Purpose needs; (c) not enter sensitive personal information about its personnel or interviewees except in Platform fields designed for it; and (d) stay responsible under law for data it sends to TeamEx, with this DPA as the contractual protection.

B.4 Sub-processors

B.4.1 Authorization. Client authorizes sub-processors in these categories: cloud hosting, delivery and storage; AI model providers (which do not receive names, photographs or contact details); relationship-management and email; payment processing and bank connection; recording and transcription (which receive Client Personal Data only if Client's personnel join a recorded TeamEx Interview); and the Provider (which receives the Contract Engagement details needed to contract with and pay the Expert). The current list is in Section 6.3 of the Privacy Policy. TeamEx imposes written data-protection terms on each sub-processor no less protective than this DPA and remains responsible for them.

B.4.2 Changes. TeamEx gives 30 calendar days' notice, by email or in-product message, before adding or replacing a sub-processor of Client Personal Data. If Client objects on reasonable data-protection grounds within that period and TeamEx cannot offer a reasonable alternative, Client may end the affected service on notice and TeamEx refunds prepaid amounts for unworked periods.

B.5 Security measures

TeamEx keeps administrative, technical and physical safeguards appropriate to the data, including multi-factor authentication for personnel access, encryption in transit and at rest, role-based access limited to those who need it, access logging, written security and data-protection terms with each sub-processor, and removal of access when personnel leave or change roles. TeamEx may change these measures if overall protection does not materially decrease, and makes no security commitment beyond this Section.

B.6 Audit by questionnaire

Once every 12 months, and after a Security Incident affecting Client Personal Data, Client may send a written security and privacy questionnaire of reasonable length. TeamEx answers within 30 calendar days and, on request and under confidentiality, provides summaries of third-party security assessments it holds. Where law gives Client an on-site or independent audit right that a questionnaire cannot satisfy, the parties agree a scope, time and independent auditor bound by confidentiality, at Client's expense unless the audit shows a material breach of this DPA.

B.7 Security Incidents

A "Security Incident" is a confirmed unauthorized access to, or acquisition, disclosure or loss of, Client Personal Data in TeamEx's or a sub-processor's possession. TeamEx notifies Client without undue delay after confirming one, and in any case within the time law requires, describing its nature, the categories and approximate number of people and records affected, likely consequences and the measures taken or proposed, and cooperates reasonably with Client's response. Notification is not an admission of fault.

B.8 Deletion and return

Within 30 calendar days after the Agreement ends, or earlier on Client's written request for specific data no longer needed for an active Engagement, TeamEx deletes or de-identifies Client Personal Data, or returns it in a common format if Client asks within that period. TeamEx may keep: (a) records of Profile decisions, criteria outputs and human sign-offs for 4 years; (b) billing and tax records for 7 years; (c) records needed for a pending dispute or legal hold until it ends; and (d) de-identified or aggregated data that identifies neither Client nor any individual. Retained data stays subject to this DPA.

B.9 Location of processing

TeamEx processes Client Personal Data on US servers. Client is responsible for any assessment or notice its own law requires before transferring data to the United States, and TeamEx provides the information in this DPA and the Privacy Policy to support it.

B.10 Liability, precedence and notices

Liability under this DPA is subject to Section 16. If this DPA conflicts with the Agreement on processing Client Personal Data, this DPA controls; otherwise the Agreement controls. If a data-protection law requires a term this DPA lacks, the parties add it under Section 20. Notices under this DPA follow Section 21.