Employer Platform Services Agreement

This Employer Platform Services Agreement (“Agreement”) is entered into by and between WIM Careers LLC, a California limited liability company (“WIM,” “we,” “us,” or “our”), and the employer, company, firm, or authorized representative creating an employer account on the WIM Careers platform (“Employer,” “you,” or “your”).

By creating an employer account, accessing the WIM Careers platform at wimcareers.com (the “Platform”), or using any services provided through the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety. If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement.

This Agreement supplements and incorporates by reference the WIM Careers Terms of Service and Privacy Policy. In the event of any conflict between this Agreement and the Terms of Service, this Agreement shall control with respect to employer-specific provisions.

1. Definitions

• “Candidate” means any professional user registered on the WIM Platform whose profile, credentials, career data, or any identifying information has been viewed, accessed, discovered, matched, or otherwise made available to the Employer through any feature or function of the Platform.
• “Candidate Data” means all information related to a Candidate that is accessible through the Platform, including but not limited to profile information, WIM Score, career DNA analysis, credentials, project history, portfolio materials, salary expectations, career preferences, endorsements, and any other data generated by or about the Candidate on the Platform.
• “First Interaction” means the earliest occurrence of any of the following: (a) viewing a Candidate’s full profile; (b) sending or receiving a direct message to or from a Candidate; (c) receiving an application from a Candidate for an Employer’s job posting; (d) adding a Candidate to a shortlist, comparison, or saved search; (e) downloading, printing, or exporting any Candidate Data; or (f) any other form of engagement with a Candidate’s information facilitated by the Platform.
• “Hire” means any of the following events involving a Candidate: (a) the Candidate begins employment (full-time, part-time, or temporary) with the Employer; (b) the Candidate enters into a consulting, freelance, or independent contractor arrangement with the Employer; (c) the Candidate is engaged through a third-party staffing agency, recruiter, or intermediary at the Employer’s direction or benefit; or (d) the Candidate performs compensated work of any kind for the Employer or any of its subsidiaries, affiliates, parent companies, or related entities.
• “Attribution Window” means the twelve (12) month period beginning on the date of the First Interaction between the Employer and a Candidate on the Platform.
• “Placement Fee” means the fee owed by the Employer to WIM upon a Hire occurring within the Attribution Window, calculated as described in Section 3 of this Agreement.

2. Platform Services

2.1 Services Provided

WIM provides the Employer with technology-enabled talent discovery and career intelligence tools, including but not limited to: company profile and employer branding, candidate search and discovery, AI-powered candidate matching, job posting management, direct candidate messaging, candidate comparison tools, hiring analytics, WIM Score visibility, offer letter generation and management, benefits package configuration, secure document management center, interview scheduling and pipeline management, and placement facilitation services.

2.2 Nature of Relationship

WIM is a technology platform and career intelligence service. WIM is not a staffing agency, employment agency, executive search firm, or recruiter. WIM does not guarantee any particular hiring outcome, candidate availability, or the accuracy of self-reported Candidate information. The Employer is solely responsible for all hiring decisions, due diligence, background checks, credential verification, and compliance with applicable employment laws.

2.3 Subscription Tiers

Access to Platform features is governed by the Employer’s selected subscription tier, as described on the Platform’s pricing page and in the Terms of Service. Subscription fees are separate from and in addition to any Placement Fees that may become due under this Agreement.

3. Placement Fees

3.1 Fee Structure

When a Hire occurs within the Attribution Window, the Employer shall pay WIM a Placement Fee calculated as follows:

• Standard Rate (Free and Contact Plan subscribers): Eight percent (8%) of the Candidate’s first-year annual base salary or total annualized compensation (whichever is greater).
• Advanced Plan Rate: Six percent (6%) of the Candidate’s first-year annual base salary or total annualized compensation (whichever is greater).

For consulting, freelance, or contractor arrangements, the Placement Fee shall be calculated based on the annualized value of the engagement (projected total compensation over twelve months), or the actual total compensation paid during the first twelve months, whichever is greater.

3.2 Attribution Window

The Placement Fee applies to any Hire that occurs within twelve (12) months of the First Interaction. The Attribution Window begins on the date of the earliest qualifying interaction as defined in Section 1 and runs continuously for twelve (12) calendar months, regardless of whether the Employer’s subscription remains active during that period.

3.3 Invoicing and Payment Terms

Upon confirmation of a Hire, WIM will issue an invoice to the Employer. The Employer shall pay the Placement Fee within thirty (30) calendar days of the invoice date. Payment shall be made in U.S. dollars via the payment method on file or by wire transfer to the account designated by WIM.

3.4 Late Payment

Unpaid invoices shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted under California law, whichever is lower, from the due date until payment is received in full. The Employer shall also be responsible for all costs of collection, including reasonable attorneys’ fees and court costs, incurred by WIM in collecting overdue amounts.

3.5 Reporting Obligation

The Employer agrees to notify WIM in writing within ten (10) business days of extending an offer of employment or engagement to any Candidate, and within ten (10) business days of a Candidate’s acceptance and start date. The Platform provides an integrated offer letter generation and tracking system. Employers are strongly encouraged to use the Platform’s offer tools, which automatically calculate and disclose applicable Placement Fees prior to offer authorization, and which satisfy the reporting obligation described in this section. Failure to report a Hire does not eliminate or reduce the Employer’s obligation to pay the applicable Placement Fee.

3.6 Salary Verification

WIM reserves the right to request reasonable documentation to verify the Candidate’s compensation, including but not limited to offer letters, employment agreements, or compensation summaries. The Employer agrees to provide such documentation within ten (10) business days of WIM’s request. If the Employer fails to provide compensation verification, WIM may calculate the Placement Fee based on the higher of: (a) the salary indicated in the Employer’s job posting, (b) the Candidate’s stated salary expectation on the Platform, or (c) the median salary for the role as determined by WIM’s salary benchmarking data.

4. Anti-Circumvention

4.1 Prohibition on Circumvention

The Employer shall not, directly or indirectly, attempt to circumvent, avoid, or reduce the Placement Fee or any other obligation under this Agreement. Circumvention includes, but is not limited to:

• Contacting a Candidate outside the Platform after discovering the Candidate through the Platform, for the purpose of avoiding the Placement Fee.
• Directing a Candidate to apply through a channel other than the Platform (including the Employer’s own career page, a third-party job board, or an external recruiter) after the Candidate has been identified through the Platform.
• Using a subsidiary, affiliate, parent company, related entity, or third-party agent to hire a Candidate identified through the Platform.
• Engaging a staffing agency, recruiter, or other intermediary to hire a Candidate after discovering the Candidate on the Platform.
• Waiting until after the Attribution Window expires and then hiring a Candidate with whom the Employer maintained contact that originated through the Platform (the Attribution Window may be extended as described in Section 4.3).
• Creating multiple employer accounts or using the accounts of other firms to access Candidate Data without incurring Placement Fee obligations.
• Sharing Candidate Data or introducing Candidates to other employers, firms, or entities without WIM’s written consent.

4.2 Interaction Tracking

The Employer acknowledges and agrees that WIM maintains comprehensive records of all employer-candidate interactions on the Platform, including but not limited to: profile views, search results, message exchanges, application submissions, shortlist additions, data exports, and all other forms of engagement. These records constitute evidence of the First Interaction and the Attribution Window for the purposes of Placement Fee obligations.

4.3 Attribution Window Extension

If WIM has reasonable grounds to believe that the Employer has engaged in circumvention conduct as described in Section 4.1, the Attribution Window shall be automatically extended by an additional twelve (12) months from the date the circumvention conduct is discovered by WIM, for a maximum total Attribution Window of twenty-four (24) months.

4.4 Circumvention Penalty

If WIM determines, in its reasonable judgment, that the Employer has engaged in circumvention conduct, the following consequences shall apply in addition to the Placement Fee:

• Enhanced Fee: The Placement Fee shall be calculated at twelve percent (12%) of the Candidate’s first-year annual base salary or total annualized compensation (instead of the standard 8% or 6% rate), representing the standard rate plus an additional circumvention surcharge.
• Account Suspension: WIM may immediately suspend the Employer’s access to the Platform pending investigation and resolution.
• Permanent Termination: WIM may permanently terminate the Employer’s account, at WIM’s sole discretion.
• Legal Action: WIM reserves the right to pursue all available legal remedies, including injunctive relief, specific performance, and damages.

4.5 Presumption of Platform Introduction

If a Candidate and Employer have interacted on the Platform and the Employer subsequently hires the Candidate within the Attribution Window through any channel, there shall be a rebuttable presumption that the hire resulted from the Platform introduction. The Employer bears the burden of demonstrating by clear and convincing evidence that the hire occurred entirely independently of the Platform introduction.

5. Candidate Data Confidentiality

5.1 Confidential Treatment

All Candidate Data accessed through the Platform is confidential and proprietary to WIM and the respective Candidate. The Employer agrees to treat all Candidate Data with the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable degree of care.

5.2 Permitted Use

The Employer may use Candidate Data solely for the purpose of evaluating Candidates for employment or engagement opportunities within the Employer’s own organization. The Employer shall not:

• Share, distribute, sell, license, or otherwise disclose Candidate Data to any third party, including but not limited to other employers, recruiters, staffing agencies, competitors, or data aggregators.
• Use Candidate Data for any purpose other than evaluating Candidates for the Employer’s own hiring needs.
• Copy, download, scrape, or systematically extract Candidate Data from the Platform except as expressly permitted by the Platform’s features.
• Compile or build databases, directories, or contact lists from Candidate Data.
• Use Candidate Data for marketing, solicitation, or any commercial purpose unrelated to hiring.
• Retain Candidate Data beyond the period necessary for the Employer’s evaluation of the Candidate, and in no event longer than twelve (12) months after the last interaction with that Candidate on the Platform.

5.3 Data Security

The Employer shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Candidate Data from unauthorized access, disclosure, alteration, or destruction. In the event of any unauthorized access to or disclosure of Candidate Data, the Employer shall notify WIM immediately and in no event later than forty-eight (48) hours after discovery.

6. Employer Representations and Warranties

By creating an employer account and using the Platform, the Employer represents and warrants that:

• The Employer is a legitimate business entity duly organized and in good standing under the laws of its jurisdiction of formation.
• The individual creating the account has full authority to bind the Employer to this Agreement.
• All information provided during registration and thereafter is accurate, current, and complete.
• The Employer will comply with all applicable federal, state, and local employment laws, including anti-discrimination laws, immigration laws, and labor regulations.
• The Employer will not use the Platform or Candidate Data for any unlawful, discriminatory, or fraudulent purpose.
• The Employer will promptly report all Hires of Candidates discovered through the Platform as required by Section 3.5.
• The Employer will not engage in any circumvention conduct as described in Section 4.

7. Term and Termination

7.1 Term

This Agreement is effective as of the date the Employer creates an account on the Platform and continues until terminated as provided herein.

7.2 Termination by Employer

The Employer may terminate this Agreement at any time by canceling its subscription and closing its account. Termination does not relieve the Employer of any obligation to pay Placement Fees for Hires that occur within any active Attribution Window at the time of termination.

7.3 Termination by WIM

WIM may terminate this Agreement and suspend or close the Employer’s account immediately and without prior notice if the Employer breaches any provision of this Agreement, including but not limited to the anti-circumvention provisions of Section 4 or the confidentiality provisions of Section 5.

7.4 Survival

The following provisions shall survive termination of this Agreement: Section 1 (Definitions), Section 3 (Placement Fees), Section 4 (Anti-Circumvention), Section 5 (Candidate Data Confidentiality), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Dispute Resolution), and Section 11 (Governing Law). All Placement Fee obligations arising from First Interactions that occurred prior to termination shall remain in full force and effect for the duration of the applicable Attribution Window.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY CALIFORNIA LAW, WIM CAREERS LLC SHALL NOT BE LIABLE TO THE EMPLOYER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE PLATFORM.

IN NO EVENT SHALL WIM’S TOTAL LIABILITY TO THE EMPLOYER UNDER THIS AGREEMENT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES PAID BY THE EMPLOYER TO WIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000).

THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EMPLOYER’S OBLIGATIONS TO PAY PLACEMENT FEES, CIRCUMVENTION PENALTIES, OR AMOUNTS DUE UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT.

9. Indemnification

The Employer shall indemnify, defend, and hold harmless WIM Careers LLC and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• The Employer’s breach of this Agreement.
• The Employer’s use of the Platform or Candidate Data.
• The Employer’s hiring decisions or employment practices.
• Any violation of applicable laws by the Employer.
• Any claim by a Candidate arising from the Employer’s conduct.
• The Employer’s circumvention or attempted circumvention of Placement Fee obligations.

10. Dispute Resolution

10.1 Informal Resolution

Before initiating any formal dispute resolution, the Employer agrees to contact WIM at [email protected] to attempt to resolve the dispute informally. WIM will make good-faith efforts to resolve any dispute within thirty (30) days.

10.2 Binding Arbitration

Any dispute arising out of or relating to this Agreement that cannot be resolved informally shall be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitration shall take place in Los Angeles County, California. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction.

10.3 Injunctive Relief

Notwithstanding the arbitration provisions above, WIM may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain breaches of the anti-circumvention (Section 4) or confidentiality (Section 5) provisions of this Agreement, without the necessity of proving actual damages or posting a bond.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. For any matters not subject to arbitration, the Employer consents to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California.

12. General Provisions

• Entire Agreement: This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between the Employer and WIM regarding the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
• Amendments: WIM may modify this Agreement at any time by posting the revised version on the Platform and notifying the Employer by email. Continued use of the Platform after such notification constitutes acceptance of the modified Agreement. Material changes to Placement Fee rates or Attribution Window duration will not apply retroactively to existing Attribution Windows.
• Severability: If any provision of this Agreement is held to be unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.
• Waiver: WIM’s failure to enforce any right or provision shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by WIM.
• Assignment: The Employer may not assign or transfer this Agreement without WIM’s prior written consent. WIM may assign this Agreement without restriction, including in connection with a merger, acquisition, or sale of assets.
• Notices: All notices under this Agreement shall be in writing and sent to the email address on file. Notices to WIM shall be sent to [email protected].
• Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, or government actions.

13. Contact Information

For questions about this Agreement, Placement Fees, or any provision herein, please contact: