Referral Partner Agreement

RECRUITCHA, INC. AGENCY REFERRAL AGREEMENT

This Referral Partner Agreement (“Agreement”) is entered into as of the date of opt-in by and between Recruitcha, Inc. (“Recruitcha”) and the referring agency (“Agency,” and together with Recruitcha, the “Parties”).

1. Referral Tracking

• Recruitcha uses cookies and tracking tools to monitor unique referral codes shared by the Agency with applicants.
• Agency will generate referral codes by clicking the “Refer a Friend & Earn $3K” button on any job posted on Recruitcha’s website. Candidates must use this referral code at the time of application for tracking and eligibility.
• A referral is considered valid, and the Agency will receive credit for the referral, once the candidate completes an intake call with Anita, Recruitcha’s AI Career Copilot.
• Upon completion of the intake call, the referral will be tied to the Agency for twelve (12) months from the intake call completion date.

2. Referral Notifications

Recruitcha will provide the Agency with notifications regarding the status of referred candidates at the following stages:

• Intake Call Completion
• Recruitcha 5% Filter Completion
• Client Submission
• Selected for Client Interview
• Client Rejection
• Placement with Client

Notifications will be provided via email or Recruitcha’s agency partner portal.

3. Referral Fees

4. Candidate Ownership

• Candidates submitted with a valid referral code and who complete an intake call with Anita will be attributed to the Agency for twelve (12) months from the intake call date.
• The Agency may not submit candidates already under consideration or previously submitted through other channels without Recruitcha’s written approval.

5. Confidentiality

• Each Party will maintain the confidentiality of candidate and client information obtained under this Agreement, except as required to facilitate placements.
• This obligation will survive termination for two (2) years.

6. Non-Solicitation & Non-Circumvention

• Agency acknowledges that Recruitcha's client relationships are valuable assets. Therefore, for a period of two (2) years following the last referral of a candidate that leads to engagement with a specific Recruitcha client, or the last notification of a client's status (as per Section 2), whichever is later, Agency will not, directly or indirectly:
  • Solicit or engage such Recruitcha client for recruitment services of any kind;
  • Introduce any candidates directly to such Recruitcha client outside of the Recruitcha platform; or
  • Otherwise interfere with Recruitcha’s business relationship with such clients.
  This restriction applies to any client that the Agency becomes aware of through its activities under this Agreement.
• Recruitcha will not bypass the Agency to engage referred candidates outside this Agreement’s terms.
• Agency will not take actions to circumvent Recruitcha’s process to collect fees outside this Agreement.

7. Compliance with Laws

Each Party agrees to comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with its performance under this Agreement.

8. Indemnification

Agency agrees to indemnify, defend, and hold harmless Recruitcha, its affiliates, officers, directors, and employees from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

• Agency’s breach of this Agreement,
• Violation of applicable laws, or
• Misrepresentations regarding referred candidates.

9. Limitation of Liability

In no event will Recruitcha be liable to the Agency for any indirect, incidental, consequential, special, or exemplary damages arising under this Agreement, even if advised of such damages. Recruitcha’s total liability under this Agreement will not exceed the total referral fees paid to the Agency in the twelve (12) months preceding the claim.

10. Audit Rights

Recruitcha reserves the right to audit, upon reasonable notice, Agency’s referral records and documentation to verify compliance with this Agreement, including candidate communication and eligibility verification.

11. Term and Termination

• This Agreement will remain in effect for one (1) year from the execution date, renewing automatically for successive one-year terms unless either Party provides thirty (30) days’ written notice prior to renewal.
• Either Party may terminate with thirty (30) days’ written notice. Pending referral fees for placements made prior to termination will be honored per this Agreement.

12. Dispute Resolution

The Parties agree that any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall first be subject to good-faith negotiations between the Parties for a period of at least thirty (30) days from the date one Party provides written notice of the dispute to the other. If the Parties are unable to resolve the dispute through negotiation within that period, the dispute will then be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in San Francisco, California, and the arbitrator’s decision shall be final and binding upon both Parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

13. Governing Law

This Agreement is governed by the laws of the State of California, without regard to conflicts of law.

14. Tax Documentation

• As Recruitcha, Inc. is a United States-based company, the Referral Partner agrees to provide Recruitcha with the appropriate IRS tax form prior to receiving any referral fee payments under this Agreement. The required form will depend on the Referral Partner’s tax status:
  • U.S. persons or entities (including U.S. citizens, residents, and businesses): IRS Form W-9.
  • Foreign individuals: IRS Form W-8BEN.
  • Foreign entities: IRS Form W-8BEN-E.
• The Referral Partner agrees to promptly update and resubmit the relevant tax form if any information provided becomes outdated or upon Recruitcha’s reasonable request for compliance purposes.
• Recruitcha reserves the right to withhold payment of referral fees until the Referral Partner has provided a valid and complete tax form, and the Parties agree that Recruitcha will not be liable for any delay in payment resulting from the Referral Partner’s failure to submit the required documentation.

15. Entire Agreement

This Agreement constitutes the complete understanding between the Parties concerning its subject matter and supersedes all prior agreements, understandings, or representations, whether written or oral.

Last updated: July 11th, 2025