SEND SCOUT — PLATFORM TERMS

These Terms apply to organizations using the Platform to identify, contact, screen and engage candidates for roles within their own organization or their group.

Recruitment agencies, staffing firms, headhunters, RPOs and other intermediaries may use the Platform only if we have approved them in writing as a Qualified Recruitment Team and they have entered into our separate Recruiter Terms. If you are not a Qualified Recruitment Team, you may not use the Platform to source, contact, assess, introduce or manage candidates for any third party, or to build an external talent pool or database.

Having access to the Platform does not make you a Qualified Recruitment Team. Qualification requires our explicit written approval and your acceptance of the Recruiter Terms.

If you are a Qualified Recruitment Team, the Recruiter Terms govern your use of the Platform and prevail over these Terms to the extent of any conflict. If you have signed a separate written order form or master agreement with us, that document prevails over these Terms to the extent of any conflict.

If you are a candidate or job seeker, these Terms do not apply to you. Our Candidate Notice and Privacy Policy, available at sendscout.ai/privacy, describe how we handle your information.

You must be a legal entity or an individual aged 18 or over. Each individual who accesses the Platform under your account must be authorized by you, and you are responsible for their compliance with these Terms.

Scout is an AI agent that operates on your behalf. Once you connect your accounts and provide role information, Scout will, on a continuing and automated basis:

• •search for candidates on LinkedIn using your connected LinkedIn account, and (on the Pro Plus plan) within the Talent Network;
• •view candidate profiles and compile candidate information;
• •compose and send connection requests, messages and follow-ups from your connected accounts, in your name;
• •conduct structured screening conversations with candidates who respond;
• •produce written screening summaries, assessments and recommendations ("Screening Output");
• •propose and book interviews against your connected calendar; and
• •report all of the above into your connected Slack workspace and the Platform dashboard.

The Platform provides controls allowing you to pause or stop a role, adjust or narrow role criteria, exclude specific candidates, and disconnect any Connected Account. You are responsible for using these controls. Pausing or disconnecting takes effect prospectively and does not recall Communications already sent.

Screening Output, candidate shortlists, suggested message content and any other recommendation produced by the Platform (together, "Suggestions") are generated by large language models and other AI systems. Suggestions are recommendations only. They are not decisions, professional advice, or statements of fact about any candidate.

We do not guarantee any particular number of candidates sourced, messages sent, replies received, interviews booked or hires made, or any timeframe for any of these. We may throttle, delay, queue or suspend Platform activity where necessary to remain within third-party platform limits, to protect Connected Accounts, or to maintain Platform stability.

To use the Platform you connect one or more third-party accounts to it — at minimum a LinkedIn account, and optionally Slack, a calendar and an email account (each a "Connected Account"). Your plan specifies how many LinkedIn accounts you may connect.

You represent and warrant, for each Connected Account, that:

• •you own or control the account, or you have the informed, documented authorization of the individual who does;
• •where the account belongs to an individual (including one of your personnel), that individual has been told that an AI agent will operate the account on their behalf, will send messages in their name, and will have access to the account's messages and connections, and has agreed to it;
• •you have any internal, workspace or administrator approval required to connect it; and
• •connecting it does not breach any agreement, policy or duty binding on you or that individual.

You appoint Send Scout as your agent for the limited purpose of accessing and operating each Connected Account in accordance with these Terms and your configuration of the Platform. Every action Scout takes in a Connected Account is taken on your behalf, on your instruction, and as your act.

You are responsible for your own compliance with the terms of every third-party platform you connect. If a third-party provider requires you to stop using the Platform with their service, you must tell us promptly and disconnect that account.

We may apply rate limits, sending caps, pacing, cool-down periods and other measures intended to reduce the risk of action being taken against a Connected Account. These measures are applied on a reasonable-efforts basis, are not a guarantee of any outcome, and do not transfer any risk under Section 4.4 to us.

You must keep your Platform login details confidential, use them only for authorized personnel, and notify us promptly at support@sendscout.ai if you become aware of any unauthorized access to your Platform account or any Connected Account.

When you create or activate a role on the Platform, you instruct us to source candidates for that role and to send connection requests, messages, follow-ups, interview invitations and related communications from your Connected Accounts on a continuing basis until you pause, close or delete that role. That is a standing instruction covering every Communication sent under it. You do not need to approve, and will not be asked to approve, each individual Communication.

You are solely responsible for ensuring that Communications sent from your Connected Accounts comply with all applicable laws in every jurisdiction in which a recipient is located, including the CAN-SPAM Act, Canada's Anti-Spam Legislation (CASL), the UK and EU GDPR and the ePrivacy Directive and their national implementations, the Telephone Consumer Protection Act, and any equivalent or successor law. This includes any requirement to obtain consent, identify the sender, provide an unsubscribe or opt-out mechanism, honour opt-outs, and maintain suppression lists. You must comply with any opt-out or objection a recipient makes, and must configure the Platform accordingly.

We give no warranty that any Communication generated by the Platform is lawful, accurate, non-misleading, non-infringing, non-defamatory or suitable for its recipient. You are responsible for reviewing sent Communications, for the message templates, tone and criteria you configure, and for any custom content you supply.

You must monitor Platform activity on your roles at reasonable intervals, review the Communications record available in the Platform, and use the controls in Section 3.3 promptly if anything requires it.

We disclose to candidates that they are interacting with an AI agent, in the manner and at the points we determine are appropriate. You must not instruct, configure or ask us to conceal, remove or misstate that disclosure, or to represent that a Communication was written or sent by a human.

Communications and Screening Output do not constitute an offer of employment or engagement, a contractual offer or acceptance, or any binding commitment by you or by us. No employment or engagement relationship arises unless and until you and the candidate sign a written offer or agreement. You are responsible for any statement about compensation, benefits, role scope, start date or terms that appears in a Communication, including where it was generated by the Platform from information you supplied.

You are the prospective employer or engager of every candidate. You are the sole decision-maker for every decision to source, contact, advance, reject, interview, offer, hire or engage a candidate.

You must comply with all applicable employment, equal opportunity, anti-discrimination, pay transparency, background screening, work authorization and data protection laws in every jurisdiction in which you source, contact, screen, interview or hire.

You acknowledge that the Platform may constitute an automated employment decision tool, automated decision system, or high-risk AI system under laws including New York City Local Law 144 of 2021, the Illinois Human Rights Act as amended, the California Fair Employment and Housing Act regulations on automated-decision systems, the Colorado Artificial Intelligence Act, and the EU Artificial Intelligence Act. As the deployer and the employer, you are responsible for:

• •determining which of those laws apply to your roles and candidates;
• •obtaining and publishing any bias audit required before use;
• •giving candidates any notice, disclosure or opt-out required, within the required timeframes;
• •providing any alternative selection process or accommodation required; and
• •maintaining your own records of compliance.

You will not use the Platform for a role or candidate population where you have not met those requirements. We will provide reasonable information and documentation about the Platform on request to assist you, and we will comply with our own obligations as a developer or provider of the system, but we do not and cannot discharge your obligations as a deployer or employer.

We may review role criteria, custom instructions and configuration for compliance with Sections 6.5 and 7. We may refuse to run, modify or terminate any role, and suspend or terminate your access, if we reasonably believe it breaches these Terms or applicable law. We are not obliged to review, and any review we do carry out does not make us responsible for your compliance.

The Platform is provided on a subscription basis ("Subscription"). Plans, features, limits and prices are those set out on sendscout.ai/pricing or in your order at the time you subscribe (your "Order").

We may offer a free trial. Unless we tell you otherwise at sign-up, the trial runs for the period stated at sign-up, no payment method is required to start it, and it does not convert automatically into a paid Subscription — your access ends when the trial ends unless you actively subscribe. Trials are for evaluation, one per organization, and we may modify or end a trial at any time.

You will pay the fees for your plan in advance, on the billing frequency in your Order (monthly or annual). Annual plans are charged as a single up-front payment for the year. Fees are non-refundable except as expressly stated in these Terms or as required by law.

Your Subscription renews automatically for successive periods of the same length unless you cancel before the end of the then-current period. You can cancel at any time from your Platform account settings, or by emailing support@sendscout.ai. Cancellation takes effect at the end of the current period; you keep access until then, and you are not charged again. We will give you at least 30 days' notice before an annual renewal, including the renewal date and the amount.

We may change our prices. Any change takes effect at your next renewal, and we will give you at least 30 days' notice before it applies. If you do not accept a price change, you may cancel before it takes effect.

Late payments accrue interest at 1.5% per month, or the maximum permitted by law if lower, plus reasonable costs of recovery. If any undisputed amount is more than 14 days overdue, we may suspend your access and pause all active roles after giving you notice.

All fees are exclusive of sales tax, VAT, GST and similar taxes, which you are responsible for. You are not responsible for taxes on our income.

If you dispute an invoice in good faith, tell us in writing within 15 days of the invoice date, with the reasons. You must pay any undisputed part on time. We will work with you in good faith to resolve the disputed part.

A "Network Candidate" is a candidate who is introduced to you from the Talent Network by or through a Partner Recruiter, and who is identified to you as a Network Candidate in the Platform at the time of the introduction. If a candidate is not identified as a Network Candidate at the time of introduction, no Placement Fee is payable for that candidate.

For the avoidance of doubt, no Placement Fee is payable in respect of:

• •(a) any candidate sourced through your own Connected Account, including your own LinkedIn network and connections;
• •(b) any candidate who applies to you directly, or who reaches you through your careers page, job board postings, referrals, or any other channel of yours;
• •(c) any candidate you were already engaging with, as described in Section 10;
• •(d) any candidate on the Pro plan; or
• •(e) any candidate not identified as a Network Candidate at the time of introduction.

Your Subscription covers all of these in full.

If you Engage a Network Candidate within 12 months of their introduction to you, you will pay a placement fee (the "Placement Fee") of:

• •Employees: 10% of the candidate's first-year annual base salary, excluding bonus, commission, equity, benefits, allowances and any variable compensation.
• •Contractors and other engagements: 10% of the total compensation payable over the term of the engagement, including any extension or renewal, capped at the first 12 months of the engagement.
• •Conversion: if you initially Engage a Network Candidate as a contractor and they become your employee within the first 12 months, you pay the employee Placement Fee, less any contractor Placement Fee already paid for that candidate.

We may agree a different percentage with you in writing, in which case that percentage applies.

We invoice the Placement Fee on the date the candidate signs their offer letter or engagement agreement with you. Payment is due within 30 days of the invoice date.

If a Network Candidate signs an offer letter but does not commence the engagement, you may notify us in writing within 14 days of the intended start date and we will cancel the invoice in full, or refund the Placement Fee in full if already paid.

If a Network Candidate resigns, or you terminate their engagement other than for cause, within 90 days of their start date, we will source a replacement for the same role at no additional Placement Fee. To use the guarantee you must:

• •notify us in writing at support@sendscout.ai within 14 days of the departure, with the departure date and reason;
• •have paid the original Placement Fee in full; and
• •be on an active Pro Plus Subscription when the replacement search begins.

The guarantee provides one replacement search per Placement Fee, and does not entitle you to a cash refund. If we cannot source a suitable replacement within 90 days of the search beginning, we will credit the Placement Fee against your next 12 months of Subscription fees.

If you Engage a Network Candidate within 12 months of their introduction, you must notify us promptly and provide: first-year base salary (for employees); rate, term and any extension or renewal (for contractors); and whether and when a contractor converts to employee. If you do not provide this within 14 days of request, we may invoice on the basis of a reasonable estimate drawn from the compensation range you provided for the role, subject to adjustment once you provide actual figures.

If you make a Third-Party Introduction of a Network Candidate in breach of Section 7.8, and that third party Engages the candidate within 12 months, you are liable for the Placement Fee as if you had Engaged the candidate yourself, with no replacement guarantee. If you or any of your Affiliates Engages a Network Candidate within 12 months in a way structured to avoid the Placement Fee, the Placement Fee remains payable.

Partner Recruiters are independent third parties, not our employees or agents, and are engaged under written agreements requiring confidentiality and compliance with applicable law. We are not liable for the acts or omissions of any Partner Recruiter beyond our own reasonable care in selecting and instructing them. Candidate and role information may be shared with Partner Recruiters as necessary to make introductions.

Information you provide about your organization, roles, compensation ranges, criteria, hiring process and engagements ("Your Information") must be accurate, current and not misleading. You must not withhold information about an Engagement, compensation, or an extension or renewal.

You warrant that you have all rights necessary to provide Your Information to us and to permit us to use it as set out in these Terms.

We will provide access to the Platform and use commercially reasonable efforts to operate it in accordance with its published description, and to provide the Scout agent, sourcing, screening, scheduling and reporting features on your plan.

We do not commit to any uptime, availability or response-time service level. We may perform maintenance, and may change, add to or remove features, at any time.

Nothing produced by the Platform is legal, employment, immigration, tax or professional advice.

We own the Platform and all intellectual property in it, including all improvements, and nothing in these Terms transfers any of it to you. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right to access and use the Platform during your Subscription for your internal hiring purposes.

We do not claim ownership of Your Information. You grant us a licence to host, process, store, transmit, display and use Your Information as necessary to provide and support the Platform.

We may use any feedback, suggestions or ideas you give us freely and without compensation or obligation.

These Terms start when you first accept them and continue until your Subscription ends and all amounts due have been paid.

You may cancel your Subscription under Section 8.4. We may terminate a Subscription at the end of any period by giving you at least 30 days' notice; if we do, we will refund any prepaid fees for the period after termination.

Either party may terminate immediately on written notice if the other materially breaches these Terms and fails to remedy it within 30 days of notice, or immediately and without a cure period if the breach cannot be remedied, or if the other becomes insolvent or enters an insolvency process.

We may suspend or limit your access, or pause any role, immediately and without notice where we reasonably believe it is necessary because of a breach of Section 6 or Section 7, non-payment under Section 8.6, a security or legal risk, a risk to a Connected Account or to another user, or a requirement of a third-party platform or law. We will tell you why as soon as we reasonably can, and will restore access once the cause is resolved.

On termination or expiry: your right to use the Platform ends; all active roles stop; we disconnect your Connected Accounts; all accrued fees, including any Placement Fee invoiced or payable for an Engagement occurring before termination, become due; and Sections 9.9, 14, 15, 16, 18, 19, 22, 23, 24 and 25 survive, together with any other provision that by its nature should survive.

You may export your candidate and pipeline data from the Platform for 30 days after termination. After that we may delete it, subject to any retention we are required or permitted to apply by law or under the DSA.

If we discontinue the Platform entirely, we will give you at least 60 days' notice and refund any prepaid fees covering the period after it stops.

These Terms and any dispute arising out of them are governed by the laws of the State of Delaware, without regard to its conflict of laws rules.

Before starting arbitration, the party raising a dispute will send the other a written notice describing it and the relief sought, and the parties will try in good faith to resolve it for 30 days.

If not resolved, any dispute arising out of or relating to these Terms or the Platform will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware. The arbitrator's award is final and binding and may be entered in any court of competent jurisdiction. Each party bears its own legal costs; the parties share the arbitrator's and administrative fees equally unless the arbitrator allocates them otherwise.

Either party may bring an action in the state or federal courts located in Delaware seeking injunctive or other equitable relief for actual or threatened infringement or misuse of intellectual property or confidential information, and the parties consent to the exclusive jurisdiction of those courts for that purpose. Either party may also bring an individual claim in small claims court if it qualifies.