Recruiter Network Agreement

You are an independent contractor. Nothing here creates employment, agency, partnership, or exclusivity, and neither of us can bind the other. You choose which roles to work, when to work them, and how.

You represent that you operate an independent recruiting business: you provide services to clients other than Chosen, you set your own rates with those clients, you supply your own tools and workspace, you control your own schedule, and you hold whatever business licenses and registrations your jurisdiction requires. You are responsible for your own personnel and expenses. Neither of us is entitled to the other's employee benefits.

Chosen contracts directly with hiring companies (each a "Client") and makes their open roles available to recruiters in the network. A "Covered Role" is any role Chosen makes available to you through the platform. Chosen is and remains the contracting party of record with each Client, invoices each Client, and collects from them.

This arrangement is non-exclusive in both directions. Chosen may put any number of recruiters on a Covered Role and may fill it from any source without notice to you or payment to you. You may recruit for anyone else, including our competitors, subject only to sections 8 and 10. Neither of us promises the other any minimum number of roles, submissions, placements, or fees.

Chosen may add or remove Covered Roles at any time. Removing a role never disturbs attribution you already hold for a candidate you submitted to it, and never cancels a bonus or share you have already earned.

The Client sets the success fee on each Covered Role, expressed as a percentage of the hire's first-year base salary, between 5% and 100%. Once a role is published that fee can be raised but never lowered, and a raise applies to every recruiter already engaged on the role.

Chosen retains twenty percent (20%) of every placement fee. The placing recruiter receives the remaining eighty percent (80%). The Client chooses how much it pays; it does not choose Chosen's share, and Chosen's share is the same on every role.

Because your share is calculated after Chosen's, recruiter-facing surfaces publish your own effective rate rather than the Client's gross fee. On a role with a 20% fee your effective rate is 16% of first-year base salary. The numbers shown on a role when you engage are binding for that role.

Representing a candidate requires that candidate's consent, captured through Chosen. Consent is specific to one company, lasts twelve (12) months, and the candidate may revoke it at any time. Revocation releases your representation window immediately.

While you hold an active representation window for a candidate at a company, no other recruiter can submit that candidate to that company through Chosen. A candidate already active for a specific Covered Role does not become yours through a later submission: the first recruiter to submit that candidate for that role through Chosen's process keeps the attribution, and the whole recruiter share follows the attribution.

If the Client hires a candidate you were attributed for during the twelve-month window, that is your placement even if the hiring process or the start date lands after the window closes. If the candidate is still in an active process when the window would expire, the window holds until that process ends.

All submissions go through Chosen. Attribution is recorded at submission time, and that record is what governs any question about who is owed what.

Finalist bonus. Each candidate you source who reaches a Covered Role's final interview stage earns you the finalist bonus published on that role, whether or not the candidate is hired and whether or not another recruiter places the role. As of the effective date of this agreement the bonus is $200 on every newly published role. A role published earlier keeps the bonus it carried when it was published. Bonuses are payable once per candidate per role, as soon as they are earned.

Placement share. Your share of a placement fee becomes payable only after Chosen actually receives that fee from the Client in cleared funds. The date Chosen receives it is the "Payment Date". Chosen does not guarantee that any Client will pay, and will pursue collection in good faith and tell you if a Client disputes or fails to pay. If Chosen settles a fee for less than the full amount, your share is calculated on the settled amount.

Installments. Chosen pays your placement share in four installments, each within three (3) business days after its trigger: one-sixth after the Payment Date; one-sixth after the thirtieth (30th) day following the Payment Date; one-third after the sixtieth (60th) day; and one-third after the ninetieth (90th) day.

Acceleration. If Chosen's replacement or refund obligation to the Client for that placement expires before the final installment comes due, every remaining installment becomes payable within ten (10) business days after that expiry. Your money is released as soon as our exposure on the placement ends.

Payments are made by ACH or wire to an account you designate in writing. Each payment comes with a statement showing the fee received, any deductions, and how your share was calculated.

Client agreements carry guarantee or replacement periods. If a placed candidate leaves and Chosen becomes obligated to refund or credit part of the fee, two things follow.

First, no further installment is payable to the extent of that refund or credit, and Chosen may offset it against other amounts it owes you.

Second, if what you have already been paid for that placement exceeds your share of the fee Chosen ultimately keeps, you repay the difference within fifteen (15) days of written notice. Your total repayment for any placement will never exceed the amount you actually received for that placement, and is always proportional to what was actually refunded rather than to the whole fee.

You owe nothing where the refund or credit arises from Chosen's own breach or error, or where the Client eliminated the role, ran a layoff, or ended the candidate's employment for reasons unrelated to the candidate's qualifications, representations, or conduct.

Finalist bonuses are never repayable.

No fabricated or altered candidate information, evidence, or interview results. No submitting a candidate without that candidate's consent. No contacting a Client outside the role-scoped channels Chosen provides before a placement is made, and no negotiating fees, terms, or offers directly with a Client.

You will conduct your recruiting lawfully, including anti-discrimination and equal-opportunity law, salary-history and pay-transparency rules, data protection law, and the terms of service of any platform you source from. You will not rely on an automated or AI-generated score, ranking, or assessment as the sole basis for a decision about a candidate.

Violations can pause or end your access to the marketplace under section 13.

Each of us will receive non-public information from the other: candidate information, Client details and role briefs, fee terms, platform features, and the terms of this agreement. Use it only to perform under this agreement, protect it with at least reasonable care, and disclose it only to people who need it and are bound to keep it confidential, or where the law requires disclosure.

Tell the other party promptly about any unauthorized disclosure. These obligations survive for three (3) years after termination, and indefinitely for personal information and trade secrets.

You keep ownership of the candidate data you bring. You grant Chosen the license it needs to operate the marketplace with that data: matching, evidence packets, duplicate detection, attribution, compliance, and support. Chosen does not sell your candidate data.

Chosen owns the platform, its software, and its trademarks. Nothing here transfers any of that to you. Feedback you give us we may use without obligation.

After this agreement ends, Chosen may keep the records it needs to administer attribution, settle payments, and meet its own legal and audit obligations, subject to section 8 and the Chosen HQ Privacy Policy.

This agreement does not restrain you from practising your profession. You may recruit for any company, including Clients you met through Chosen, and you may represent any candidate to any employer.

What it does is protect the fee. If within twelve (12) months of Chosen introducing you to a Client through a Covered Role you place a candidate at that Client (or its affiliates) outside Chosen, and that candidate came to you in connection with a Covered Role, you owe Chosen twenty percent (20%) of the fee you receive for that placement. That is the same share Chosen would have kept had the placement gone through the platform.

This does not apply to a Client you can show you had a recruiting relationship with before Chosen introduced you, or to a candidate you can show you knew independently of Chosen. Paying under this section settles the fee and nothing else; it is not consent to route future work around the platform.

Neither of us will knowingly circumvent the other to avoid the fee share in section 3.

You will defend and indemnify Chosen against third-party claims arising from your recruiting practices, including submitting a candidate without consent, misrepresenting a candidate or their history, sourcing in breach of another platform's terms, and your failure to comply with the laws named in section 7.

Chosen will defend and indemnify you against third-party claims that the platform itself infringes someone's intellectual property rights.

The party seeking indemnity will give prompt notice, let the other control the defense, and cooperate reasonably.

The platform is provided as is. Chosen does not warrant that it will be uninterrupted or error-free, and does not warrant that AI-generated output such as match scores, parsed data, or drafted messages is accurate, complete, or free from bias.

Neither of us is liable to the other for indirect, incidental, special, consequential, or punitive damages. Except for the obligations carved out below, each party's total liability under this agreement is capped at the greater of one thousand dollars ($1,000) and the total amounts paid or payable between us under this agreement in the twelve (12) months before the claim.

The cap does not apply to Chosen's obligation to pay amounts you have earned, to your obligation to repay under section 6 or pay under section 10, to either party's obligations under sections 8 or 11, or to fraud or willful misconduct.

Chosen may pause your access to new roles, or to the marketplace, where it reasonably believes you have breached section 7, where a Client or candidate raises a credible complaint, or where the law requires it. Chosen will tell you why and give you a chance to respond.

A pause is not a termination. Amounts you have already earned still pay out under sections 5 and 6 while a pause is in effect, and attribution you already hold survives it.

This agreement starts when you accept it and runs until either of us ends it. Either party may terminate on fifteen (15) days' written notice, or immediately for a material breach the other fails to cure within ten (10) days of notice.

Termination does not affect your right to be paid for a candidate you submitted before termination who is hired within the attribution window, even if the placement, the start date, or the Client's payment happens afterward.

Sections 3 through 12, 14, and 16 through 18 survive termination for their stated periods. If Chosen undergoes a change of control, these terms cannot become less favorable to you for placements already in flight.

Chosen may update this agreement. When it does, the updated version is published with a new version number and you are asked to accept it before continuing to use the marketplace. Your acceptance is recorded with the exact text you accepted.

A change never alters the economics of a candidate you already submitted. Fees, shares, bonuses, and attribution for any candidate submitted before you accept a new version are governed by the version in force when you submitted that candidate, and the version is recorded on the submission for exactly that reason.

If you do not want to accept an updated version, you may terminate under section 14 and still be paid everything you have earned.

This agreement is governed by the law of the State of California, without regard to its conflict-of-laws rules.

Before starting arbitration, we will each try in good faith to resolve the dispute directly, for at least thirty (30) days after one of us sends the other written notice describing it and the relief sought.

Any dispute we cannot resolve that way will be finally resolved by confidential binding arbitration administered by JAMS under its Streamlined Arbitration Rules, before a single arbitrator experienced in commercial contract disputes, seated in San Francisco County, California. Hearings may be held by videoconference at either party's request. The Federal Arbitration Act governs this section. The arbitrator will apply California law, may grant any remedy a court could subject to section 12, and will issue a reasoned written award that either of us may enter as a judgment.

We share the arbitrator's and JAMS's fees equally and each bear our own attorneys' fees, and the arbitrator may shift those costs to the prevailing party. Where the law requires Chosen to bear those fees for a particular claim, Chosen will bear them.

Either of us may still ask a court in San Francisco County for temporary or preliminary injunctive relief to stop a breach of section 8 or section 10 while arbitration is pending, and either of us may bring a qualifying individual claim in small claims court. Doing so does not waive this arbitration agreement.

Disputes are arbitrated individually. The arbitrator may not consolidate claims or run a class, collective, or representative proceeding unless we both agree in writing.

You are responsible for your own taxes on what you receive. Chosen may require a completed IRS Form W-9, or Form W-8 if you are outside the United States, before making any payment, and will issue a Form 1099 where the law requires one.