I. INTRODUCTION

The following Source Terms (these “Source Terms”) modify and supplement our General Terms, the terms and conditions of which are hereby expressly incorporated by reference, and together with the General Terms, collectively governs your access and use of our web-based tool that enables Employers to search, filter and connect with the pool of Candidates that have signed up for Accounts and entered their profile information on our Site (the “Source Service”). Capitalized terms used in these Source Terms, but not defined herein have the meanings given to such terms in the General Terms. In the event of any conflict or inconsistency between these Source Terms and the General Terms, the applicable terms of these Source Terms will control with respect to your use of the Source Service.

If you are a Candidate then by signing up for an Account and entering your profile information on our Site, you may, at our discretion, automatically be included among the pool of Candidates that could show up in Employer search results and be contacted by Employers through the Source Service.

If you are an Employer, you may access and use the Source Service only if you have signed up for an Account, affirmatively opted into the Source Service, and we have approved your Account to make use of the Source Service (as determined in our sole discretion).

II. SOURCE SERVICE

Employers

We currently offer the Source Service to Employers on a free basis (“Basic Source”), as well as on a paid subscription basis (“Source Pro”). If you are an Employer, you may purchase a Source Pro subscription on behalf of yourself or other Users in your organization. Your subscription level and corresponding pricing and other terms will be as specified when you create an account through the Site or otherwise execute a separate written service supplement with us. You may upgrade your subscription any time during your subscription term by providing written notice to us (which may be given by email to [email protected]) and agreeing to pay the applicable incremental fees we communicate to you for such upgrade. We may modify the terms of your subscription from time-to-time upon notice to you in accordance with Article XIV of our General Terms.

If you are using Basic Source, you hereby acknowledge and agree that your use of the Source Service is subject to limitations that we may impose from time-to-time in our sole discretion, including, by way of example, limitations on the number of Candidates that you may view or reach out to, limitations on your ability to access certain Candidate information, such as resumes, or limitations on your ability to access and use certain search filters and other functionalities within the Source Service. We also hereby reserve the right to modify or discontinue your access to Basic Source at any time for any reason.

Candidates

If you are a Candidate, you acknowledge that you will not be able to access and use all of the features of the Source Service that are available to Employers. You hereby consent to being included in Employer search results on the Source Service, including inclusion or exclusion, in our sole discretion, as a Curated Candidate, and receiving communications and messages from Employers through the Source Service.

III. CURATED CANDIDATES

A Source Pro subscription provides full access to a list of premium curated Candidates that we believe are highly qualified and/or desirable for the variety of job postings on our Site (such Candidates, “Curated Candidates” or “Curated Global Candidates”). Basic Source subscribers do not have access to Curated Candidates.

IV. SEATS

Access to the Source Services is provided on a per User basis (a “Seat”). The number of Seats available for Source Pro subscribers is specified on the Subscription page on the Site (as may be modified from time-to-time upon notice to you in accordance with Article XIV of our General Terms) or as otherwise agreed in a separate written service supplement you may agree to with us. Any User accounts associated with a Source Pro subscriber in excess of their available Seats will have access to the Source Service under the terms applicable to Basic Source. Without limiting any of the provisions of the General Terms, you hereby agree that (i) you will not allow any Seat to be shared by multiple persons; (ii) you are directly responsible to us for the acts and omissions of any person using a Seat that you have purchased and will ensure their compliance with the General Terms and these Source Terms; and (iii) we may track and monitor usage of Source Pro by Users of the Seats that you have purchased to ensure that no Seat is being used or shared in violation of these Source Terms.

V. FREE TRIALS

From time-to-time in our sole discretion, we may offer Employers the ability to sign up for a free trial to use Source Pro on a temporary basis (a “Source Pro Trial”). You hereby acknowledge and agree that: (i) we may revoke any offer for a Source Pro Trial or discontinue your Source Pro Trial at any time; (ii) the term of your Source Pro Trial will be determined by us in our sole discretion and communicated to you through the Source Service; and (iii) upon expiration of the term of your Source Pro Trial, unless you notify us in writing or by email prior to the date of such expiration of your intent to discontinue use of Source Pro or downgrade to Basic Source, your subscription will automatically convert into a paid Source Pro subscription on a recurring monthly basis and will become subject to the payment of applicable Subscription Fees (as defined below). Please contact us at [email protected] if you have any questions or need any assistance in cancelling your Source Pro subscription or downgrading from Source Pro to Basic Source.

VI. SOURCE SERVICE FEES

Subscription Fees

You agree to pay Wellfound the fees specified on the subscription page on the Site when you subscribe for Source Pro (as may be modified from time-to-time upon notice to you in accordance with Article XIV of our General Terms) , or that are otherwise set forth on a separate written service supplement executed by the parties (the “Subscription Fees”). Notwithstanding the foregoing, you will not be required to pay Subscription Fees if you are using Source Pro pursuant to a Source Pro Trial (for the duration of that Source Pro Trial) or under a Seat purchased by another User; provided that your continued access and use of Source Pro is conditioned on the timely payment of applicable Subscription Fees for your Seat by such User.

Success Fees

By using the Source Service, Employers agree to pay Wellfound a Success Fee for each Successful Hire of a Curated Candidate whose Information the Employer obtained through the Source Service at any time in the year prior to extending the Curated Candidate an Offer, unless you have executed a separate service supplement with us that provides for alternate pricing.

• “Success Fee” means our then-current price per Successful Hire corresponding to your subscription level as specified on the subscription page on the Site when you subscribe for Source Pro and as may be modified from time-to-time upon notice to you. In the event that the Success Fee is applicable to an Employer is a percentage of the Candidate’s annualized compensation rather than a fixed dollar amount and the Candidate is engaged as a consultant, advisor, or contractor, the Success Fee will be calculated based on the highest hourly rate multiplied by 2,000 hours.
• “Successful Hire” means a verbal or written acceptance by a Curated Candidate of an Offer by an Employer, or the commencement of employment or engagement by a Curated Candidate with an applicable Employer, whichever is earlier.
• “Offer” means an offer for employment or engagement as a service provider (for any length of services). Wellfound does not distinguish between offers for employment or engagement as a paid service provider, or unpaid service provider.
• "Information" means information about a Curated Candidate, including identity, education, employment background, profile information or the fact that the Curated Candidate is exploring new employment opportunities.

We reserve the right at any time to change our fees (including to begin charging for services that we are currently providing free of charge) and billing methods in accordance with Article XIV of our General Terms) , effective either immediately upon posting on the Site, notifying you through the Source Service or by email delivery to you. No such changes shall apply with respect to Successful Hires where the initial communication between you and an applicable Curated Candidate was made prior to the date of such change. AN EMPLOYER'S OBLIGATION TO PAY ANY SUCCESS FEES SHALL SURVIVE ANY TERMINATION OF THESE SOURCE TERMS.

VII. PAYMENT TERMS

Subscription Fee Payment Terms

Depending on the billing option you select when you opt-into Source Pro through the Source Service or otherwise execute a separate written service supplement, you will pay the Subscription Fees either on a monthly or annual basis, on the first day of each monthly or annual term, as applicable. Any portion of the Subscription Fees that is not paid when due shall accrue interest at a rate of 1.5% of the amount owed and interest thereon, or such lesser amount as may be the maximum amount permitted by law, compounded monthly. All Subscription Fees are non-refundable.

Success Fees Payment Terms

Employers shall, within seven (7) days after each Successful Hire: (a) notify Wellfound of such Successful Hire in writing and (b) provide Wellfound with documentation confirming the applicable Curated Candidate's compensation; provided Employers may redact any sensitive information regarding the Curated Candidate from such documentation. If any Employer fails to either notify us in writing or provide such documentation within seven (7) days after each Successful Hire, the Employer agrees that an additional fee equal to five percent (5%) of the applicable Success Fee shall be added to the invoice for such Successful Hire (the “Late Fee”). Employers shall pay the full Success Fee and any applicable Late Fee to Wellfound no later than thirty (30) days after the start date in the Offer (the “Payment Term”). Any portion of the Success Fee or Late Fee that remains unpaid after the Payment Term shall accrue interest at a rate of 1.5% of the amount owed and interest thereon, or such lesser amount as may be the maximum amount permitted by law, compounded monthly. In addition, Employers agree that (i) if any Late Fee is accrued; and/or (ii) if the Success Fee is not paid in full during the Payment Term, then any opportunity for a Success Fee refund will be invalidated in full, as discussed below.

Notwithstanding anything to the contrary herein, in the event that Employer retains the services of any Curated Candidate capacity in an unpaid position, or in a position in which the Curated Candidate is compensated solely through equity, phantom equity, or other contingent compensation scheme, then the Employer will pay a fee of $5,000 for retaining such Curated Candidate. The preceding sentence will not alter the requirements of paying any Success Fee.

Success Fee Refund

Wellfound shall refund an Employer's most recent Success Fee if the Employer notifies Wellfound and the following conditions are met:

• Curated Candidate's employment is terminated (by Employer or Curated Candidate) within three (3) months after the start date in the Offer;
• Employer paid the full Success Fee and any applicable Late Fee in full within the Payment Term; and
• No Late Fee was ever accrued.

Unless otherwise agreed in writing by Wellfound, all refunds will be issued in the form of a credit against future Success Fees to be paid by the Employer; provided that if you have executed a separate written service supplement with us that provides for your pre-paid purchase of multiple Successful Hires for a fixed recurring fee in lieu of the Success Fees, then your refund will be issued in the form of an additional Successful Hire credited to your Account and you will not be entitled to any refund under any circumstances. Refunds shall not be payable for Curated Candidates employed or engaged by an Employer with an intended term of less than three (3) months or in the event we determine, in our sole discretion, that the Employer has violated these Source Terms. In addition, Wellfound retains full discretion in determining whether the conditions for any Success Fee refund have been met.

Fee Exemption

No Success Fee will be charged for a Successful Hire if the Employer can establish with sufficient supporting records and documentation that it had a pre-existing evaluation (“Pre-Existing Evaluation”) of the relevant Curated Candidate in the twelve (12) months prior to receiving the Curated Candidate's Information through the Source Service. Examples of Pre-Existing Evaluation include any two-way written communication with the Curated Candidate regarding their candidacy or a documented formal interview with the Curated Candidate about a job opportunity. Wellfound retains full discretion in determining whether information provided qualifies for a fee exemption per the criteria above.

VIII. PLACEMENT REWARD

The Source Service is free of charge to Curated Candidates. Curated Candidates agree to immediately notify and provide Wellfound with a copy of each Offer they receive.

Each Curated Candidate that accepts an Offer from an Employer for full time employment or engagement as a consultant with an indefinite term or fixed term of at least twelve (12) months shall, subject to these Source Terms, be entitled to a reward payment in the form of a gift card (the “Candidate Reward”) in an amount based on our then-current Candidate Reward rates. In order to be eligible to receive a Candidate Reward, a Curated Candidate must provide us with (i) a copy of the Offer or other documentation of the Curated Candidate's compensation (provided that the Curated Candidate may redact any sensitive information from such documentation); (ii) a completed Form W-9, Form W-8 or similar form (each, a “Form”); and (iii) evidence that the Curated Candidate has remained employed or engaged as a consultant for at least three (3) months after commencement the employment or consultancy pursuant to the Offer.

The Candidate Reward will be sent to the address provided in the Form within sixty (60) days after the Curated Candidate has provided us with the above-referenced information required to establish eligibility. A Curated Candidate is only eligible to receive one Candidate Reward per Employer. The Curated Candidate acknowledges and agrees that the Candidate Reward, amount thereof and eligibility thereto will be determined by Wellfound, in its sole discretion, and subject to change anytime.

IX. TERM AND TERMINATION

Unless terminated by Wellfound, these Source Terms will remain in full force and effect while you use the Source Service. If you have purchased a subscription to Source Pro, your subscription will automatically renew at the end of your then-current subscription term for a renewal term equal in length to your prior subscription term, unless you provide us with written notice of cancellation (i) prior to the end of your then-current subscription term if you have a monthly subscription term; or (ii) at least thirty (30) days prior to end of your then-current subscription term if you have an annual subscription term. We may terminate these Source Terms at any time, including if you are suspected of violating any provision of these Source Terms or the General Terms. All provisions of Article II (Subscriptions), Article VI (Source Service Fees), Article VII (Payment Terms), and this Article IX (Term and Termination) and any other provision of these Source Terms which by their nature are designed to survive termination shall survive any termination or expiration of these Source Terms.

X. EFFECTIVE DATE

These Source Terms were last updated on December 17, 2021.

HOW TO CONTACT US

If you have any questions about these Source Terms, please contact us at [email protected].