Recruiting Agreement

A contract (a "Recruiting Contract") is formed between Paraform and the “Recruiter” (or “Referrer”) when the Recruiter:

1. Creates an account on Paraform
2. and accepts the Terms of Use as directed by Paraform

Only when a Recruiting Contract is formed between Paraform and the Recruiter can the Recruiter submit a “Referral” on the Platform.

1. Referrals on Paraform

A “Referral” is the submission or vouching of a candidate by a Recruiter that meets the following conditions:

1. Recruiter has spoken to the candidate about the specific Job Post and confirmed that the candidate is interested in the position and potential employment opportunity with the “Employer”.
2. Recruiter has provided accurate contact information (e-mail etc) for the candidate to Paraform and hence, the employer.
3. Recruiter has provided a complete and current resume for the candidate to Paraform.
4. Recruiter has provided all required explanation as to why the candidate that is being referred is a good fit.
5. Recruiter has completed all the required steps to the best of his/her/their knowledge of the candidate and what the employer is looking for based on the available information.
6. The candidate is not a Duplicate Referral (see below).

If a Referral submitted by Recruiter for a Job Post is hired by the Employer during the “Hiring Cycle” (for as long as the job remains open on Paraform), Paraform will pay Recruiter the referral bonus listed in the applicable Job Post, payable after payment is received from the Employer, and subject to any modifications to the job position by Employer. In the event a Referral is still in process with a Employer after the Job Post is inactive, Recruiter will maintain ownership of that Referral until either hired or rejected and will still be paid a referral bonus in successfully doing so. However, if a Referral submitted by the recruiter is already in the interview process with the Employer prior to the submission date, ownership belongs to Employer.

If there are appeals to be made about the Hiring Cycle, Recruiter may do so by emailing team@paraform.com.

Recruiter has the exclusive right to the referral bonus resulting from the hire of a candidate included in a Referral made by that Recruiter during the Hiring Cycle for that specific Job Post. Any submission of the name of such candidate by another Recruiter within the Hiring Cycle for the same Job Post will constitute a "Duplicate Referral."

If a Recruiter submits a possible Duplicate Referral, Paraform will present a notification that there is a possible duplication. A Paraform Recruiting Operations Manager will review this case. A referral that is determined to be a Duplicate Referral will be rejected and Paraform will notify the Recruiter. The referral bonus will be awarded to the original Recruiter determined by time stamps of referral submissions recorded on the Paraform database.

Recruiter may share Employer name or the salary applicable to any Job Post in some public manner, including but not limited to public forums such as professional networking sites (i.e, Linkedin), social media sites, personal web sites, blogs, or advertisements available to the public.

However, posting a Job Post listed on Paraform on behalf of or disguised as the Employer (or as a representative of the Employer) on another job posting site such as Linkedin, Indeed, Glassdoor or any other job posting site where candidates are directed to apply to a job is strictly prohibited. Also, any form of misrepresentation is forbidden, and Recruiter shall not hold himself or herself or themself out as an employee of either the Employer or Paraform when sharing Paraform Job Posts with candidates or otherwise.

Rather, Recruiter should present himself or herself or themself as a “Paraform Recruiter” by association of being a user of the Paraform platform, a hiring platform where companies hire candidates by offering referral bonuses to users. The official legal relationship between Paraform and the Recruiter is that the Recruiter is an Independent Contractor to Paraform (see more below)

Violation of any above-mentioned terms can lead to termination of this Agreement between Paraform and the Recruiter including account suspension.

2. Non-Solicitation Clause

During the term of their active engagement with Paraform—which is defined as the period in which the Recruiter maintains an account on the Paraform platform—the Recruiter agrees not to maintain or pursue any direct recruiting engagements with Employers discovered through Paraform. This includes, but is not limited to, submitting candidates, sourcing roles, or entering into any recruiting-related agreements with such Employers outside the platform. Furthermore, for a period of twelve (12) months following the termination of their account or engagement with Paraform, the Recruiter agrees not to initiate contact with or solicit any such Employers for recruiting purposes. This post-engagement restriction is intended to protect the integrity of Paraform’s marketplace and ensure fair access to opportunities for all participating recruiters.

Recruiter agrees that, during the term of their active engagement with an Employer through Paraform—defined as the period during which the Recruiter is actively recruiting candidates for the Employer via the Paraform platform—and for a period of six (6) months following the termination of such engagement, they shall not, directly or indirectly, solicit, recruit, or attempt to hire any employees of that Employer to other Employers. This restriction applies across all Employers the Recruiter is engaging with on Paraform, meaning the Recruiter may not solicit employees of any active clients they carry. This includes but is not limited to making direct employment offers, referring employees to external opportunities, or otherwise interfering with any Employer's workforce. Any breach of this clause may result in immediate termination of the Recruiter’s account and forfeiture of any unpaid referral bonuses.

Paraform reserves the right to notify any Employer of a Recruiter's obligations under this Agreement and, where appropriate, request that such Employer refrain from engaging the Recruiter for recruiting services outside of the Paraform platform during the term of the Recruiter's engagement with Paraform and for the duration of any applicable post-engagement restrictions.

3. Payment Terms

If a Referral is successful (Candidate is hired by Employer and signs the offer) within the Hiring Cycle, Recruiter who made the Referral will be awarded the referral bonus. Key terms are as follows:

• As soon as the Candidate signs the offer made by the Employer, the Employer is obligated to pay Paraform all outstanding referral bonuses and fees within 14 business days.
• As soon as Paraform receives the referral bonus, it is obligated to debit the referral bonus to Recruiter’s Paraform Account immediately via Payment Provider Stripe, Inc.
• To protect the interests of both the Recruiter and Employer, Paraform elected to facilitate payout through an installment model. In line with industry standards, there will be a 90-day Guarantee Period where all or some of the referral bonuses paid by Employer will be refunded if Candidate leaves, or is terminated.
• Receive the listed base hire reward for a role if the candidate you submit gets hired at that company. Base hire rewards are either a fixed amount or a percentage of the candidate's first-year salary. If the reward is a percentage, the final reward amount will be calculated after the candidate's offer is finalized and accepted.
• Payments are processed in 3 installments starting on the candidate's official start date as follows:
• Receive the first 1/3 of the full reward after 30 days
• Receive the second 1/3 of the full reward after 60 days
• Receive the last 1/3 of the full reward after 90 days
• Recruiter may decide to Payout (withdraw rewards on his/her/their Paraform account) at any time after the funds become available.
• Paraform will process the Payout due to Recruiter by a payment method of Recruiter’s choice via Payment Provider Stripe, Inc., which supports both domestic (within US) and international deposit and transfer methods.
• 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.

If you have any questions about payment/payout terms, please address them to finance & accounts at team@paraform.com.

Paraform is a third-party processor, and pursuant to Section 6050W of the Internal Revenue Code, Paraform may report any payments sent to you to the Internal Revenue Service.

Except as provided above, Paraform 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 Paraform to Recruiter and Recruiter will be solely responsible for determining whether Recruiter 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 Paraform to Recruiter, and filing any such tax forms and remitting any such taxes or charges to the appropriate authorities.

Paraform will have the right, but not the obligation, to audit and monitor Recruiterʼs compliance with applicable tax laws as required by this section. Further, in the event of an audit of Paraform, Recruiter agrees to promptly cooperate with Paraform and provide copies of Recruiterʼs tax returns and other documents as may be reasonably requested for purposes of such audit.

4. Scope of Relationship

Recruiter is an independent contractor of Paraform. This Recruiting Contract Policy does not create an employment, partnership, or agency relationship between Paraform and Recruiter. Recruiter does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Paraform or Employer. Recruiter acknowledges that Paraform does not, in any way, supervise, direct, or control Recruiterʼs work in any manner. Paraform does not set Recruiterʼs work hours and location of work. Paraform does not provide Recruiter with training or equipment needed for any Recruiting Contract or other activity using the Paraform Platform. Paraform will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Recruiter 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 Paraform to Recruiter.

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

Recruiter agrees not to contact Paraform Employers (any company listing Job Posts on the platform) directly for the purpose of providing recruiting services if Recruiter discovered such Employers' names using the Paraform Platform for a period of twelve (12) months after the Referral Date of the most recent Recruiting Contract between Recruiter and Paraform.

Violation of the above clause can lead to termination of this Agreement between Paraform and the Recruiter including account suspension.

5. Miscellaneous Terms

Recruiter 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 Paraform upon request. Paraform, or Paraformʼs advisors or Recruiters, will have the right, but not the obligation, to routinely, but no more frequently than annually, audit Recruiterʼs operations and records to confirm compliance. Nothing in this provision should be construed as providing Paraform with the right or obligation to supervise or monitor any services performed by Recruiter.

You acknowledge all of the following:

• Paraform will not have any liability or obligations under or related to referrals or job posts (except as expressly set forth in the Terms of use).
• Paraform makes no representations as to the reliability, capability, or qualifications of any Employer, Recruiter, or Qualified Referral.
• Paraform does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of referrals, job posts, the truth or accuracy of User Contributions, the qualifications, background, or identities of users, or that a Employer or Recruiter can or will actually complete a transaction.
• Paraform is not required to and does not verify any information given to us by Recruiters or Employers, nor does Paraform perform background checks on` Recruiters or Employers.
• Paraform may provide information about a Recruiter or Employer, such as a strength or risk score, geographical location or third-party feedback, background check or verification of identity or credentials. However, such information is based solely on data that Recruiter or Employer submits. Paraform provides such information solely for the convenience of its users and it is not an introduction, endorsement or recommendation by Paraform.