Terms and Conditions

Effective Date: August 1, 2025

1. Introduction

These Terms and Conditions ("Terms") govern the recruitment and talent placement services provided by True Oak Talent, a DBA of True Oak Ventures LLC, a Delaware limited liability company ("True Oak Talent," "we," "us," or "our"), to clients who engage our services ("Client" or "you").

By signing a Recruitment Services Agreement with True Oak Talent, or by using our services in any capacity, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. These Terms form part of every Recruitment Services Agreement executed between True Oak Talent and Client and are incorporated by reference therein.

2. Definitions

The following definitions apply throughout these Terms:

• Candidate means any individual sourced, identified, screened, vetted, or introduced to Client by True Oak Talent, whether through video presentation, profile sharing, email, or any other means.
• Candidate Information means all identifying details regarding a Candidate, including but not limited to full name, contact information, email address, phone number, resume, portfolio, social media profiles, and any documentation enabling direct contact or engagement.
• Successful Hire means the moment Client selects a Candidate and communicates that selection in writing, regardless of whether a formal offer letter has been signed or work has commenced.
• Engagement Deposit means the refundable deposit of One Hundred Dollars ($100.00) paid by Client upon execution of a Recruitment Services Agreement.
• Placement Fee means the one-time fee payable by Client per placement, as specified in the applicable Recruitment Services Agreement.
• Guarantee Period means the one hundred eighty (180) day period commencing on the date the placed Candidate begins work with or for Client.
• Services means the recruitment, sourcing, vetting, and placement services provided by True Oak Talent as described in the applicable Recruitment Services Agreement.

3. Scope of Services

True Oak Talent provides talent sourcing, vetting, and placement services. Our Services include sourcing candidates from international talent markets (including but not limited to Latin America, the Philippines, and South Africa), conducting multi-stage candidate vetting, presenting shortlisted candidates to Client, facilitating interviews, and providing post-placement support during the Guarantee Period.

True Oak Talent does not guarantee the availability of any specific candidate, the acceptance by any candidate of an offer from Client, or the performance of any placed candidate after placement. Our obligation is to present qualified, vetted candidates and to support the placement process in good faith.

All final hiring decisions rest exclusively with Client. True Oak Talent serves as a facilitator and does not make employment or engagement decisions on Client's behalf unless explicitly authorized in writing.

4. Engagement Deposit

A refundable Engagement Deposit of One Hundred Dollars ($100.00) is required to initiate any recruitment search. The Engagement Deposit is credited in full toward the applicable Placement Fee upon a Successful Hire. If no Successful Hire is made, the Engagement Deposit is refunded in full to Client. True Oak Talent is not obligated to commence any recruitment activities until the Engagement Deposit is received.

5. Placement Fees

Placement Fees are as specified in the applicable Recruitment Services Agreement and are based on the package selected by Client at the time of engagement. Current standard fees are:

• Single Placement: $4,500 USD
• 2-Pack (two placements): $8,600 USD ($4,300 per placement)
• 3-Pack (three placements): $12,600 USD ($4,200 per placement)

The Placement Fee is due and payable in full upon Successful Hire, and in all cases prior to the release of any Candidate Information to Client. True Oak Talent will withhold all Candidate Information until payment is confirmed received in full. Fees are subject to change with notice; the fee applicable to any engagement is the fee stated in the Recruitment Services Agreement executed for that engagement.

6. Payment Terms

Payment is accepted via ACH bank transfer (preferred) or credit card. A convenience fee of three percent (3%) of the total payment amount applies to all credit card transactions. ACH bank transfer details will be provided by True Oak Talent upon invoice. Invoices are due upon receipt.

All Placement Fees paid are final and non-refundable upon delivery of Candidate Information to Client. The Engagement Deposit is fully refundable only if no Successful Hire is made.

Client expressly waives any right to initiate a dispute, chargeback, or reversal of any Placement Fee payment through their financial institution, bank, credit card issuer, or any third-party payment processor after Candidate Information has been delivered. Initiating an unauthorized chargeback after delivery of Candidate Information constitutes a material breach of these Terms and the applicable Recruitment Services Agreement, and entitles True Oak Talent to pursue all available legal and equitable remedies, including recovery of the full Placement Fee, collection costs, and reasonable attorney fees.

7. Multi-Pack Terms

Clients selecting the 2-Pack or 3-Pack agree that the full package fee is due upon the first Successful Hire, before release of Candidate Information for that first placement. Subsequent placements covered under the package are then available at no additional fee, subject to these Terms.

Multi-pack placements may be used simultaneously or sequentially at Client's discretion. All placements under a purchased package must be completed within eighteen (18) months of the date of the applicable Recruitment Services Agreement. Unused placements within a purchased package expire after eighteen (18) months and are non-refundable and non-transferable.

8. Candidate Information and Non-Circumvention

True Oak Talent retains full ownership and control of all Candidate Information until the applicable Placement Fee is received in full. Client shall not attempt to identify, contact, solicit, or engage any Candidate introduced through our process prior to full payment.

Client agrees not to hire, engage, contract with, or otherwise retain the services of any Candidate introduced by True Oak Talent, directly or indirectly, without paying the applicable Placement Fee, for a period of twelve (12) months from the date such Candidate was first introduced to Client. This obligation survives termination or expiration of any Recruitment Services Agreement and applies regardless of how Client subsequently makes contact with the Candidate.

"Introduced" means any communication of Candidate information to Client, including but not limited to video presentations, profile summaries, resumes, or verbal descriptions of a Candidate's identity or qualifications.

In the event Client engages a Candidate in violation of this Section, Client shall immediately owe the full applicable Placement Fee, plus reasonable costs of enforcement and attorney fees.

9. 180-Day Replacement Guarantee

True Oak Talent provides a one hundred eighty (180) day replacement guarantee commencing on the date the placed Candidate begins working with or for Client. If the Candidate's engagement ends for a qualifying reason during the Guarantee Period, True Oak Talent will conduct one additional replacement search at no additional cost, subject to the following conditions:

To activate the replacement guarantee, Client must provide written notice to True Oak Talent within five (5) business days of the Candidate's departure. Failure to provide timely written notice shall void the guarantee for that placement. The Guarantee Period does not reset or extend for replacement Candidates.

The replacement guarantee is void and True Oak Talent shall have no replacement obligation if the Candidate's departure results from any of the following:

• Client terminates the Candidate without valid cause or documented performance justification;
• Client materially alters the role scope, core responsibilities, or terms of engagement from those originally described to True Oak Talent;
• Client violates applicable law in their jurisdiction related to the engagement, compensation, or termination of the placed Candidate;
• Client provided inaccurate, misleading, or materially incomplete information about the role that influenced Candidate selection;
• Client reduces its workforce, undergoes a change of controlling ownership, or ceases operations.

10. Role Changes

Client may request one (1) role change per engagement at no additional fee. A role change means any material alteration to the position title, core responsibilities, or required skill set from the original role description. Upon written notification of a role change, all previously agreed delivery timelines reset from the date of the change request.

11. Candidate Suitability and Client Responsibility

True Oak Talent conducts multi-stage vetting of all candidates prior to presentation, including communication assessment, live proctored skills testing, reference verification, and infrastructure checks. Notwithstanding this vetting, Client is solely and exclusively responsible for assessing each Candidate's suitability for the role, including conducting its own interviews, evaluations, and any additional background checks Client deems appropriate.

Candidates introduced by True Oak Talent are not employees, agents, partners, or contractors of True Oak Talent. True Oak Talent does not supervise, direct, or control the work of any Candidate at any time. True Oak Talent assumes no responsibility for the quality, performance, or conduct of any Candidate, whether during the interview process or after placement.

To the fullest extent permitted by applicable law, Client releases True Oak Talent and its principals, officers, employees, contractors, and agents from any and all claims, liabilities, damages, losses, or expenses arising from any Candidate's actions, inactions, or performance.

12. Compensation Responsibility

Client is solely responsible for establishing, managing, and disbursing all compensation to placed Candidates. True Oak Talent has no obligation, liability, or responsibility for Candidate compensation at any time. All compensation arrangements are exclusively between Client and Candidate. True Oak Talent may recommend payment platforms such as Wise or Deel for cross-border payments but makes no representations or warranties regarding such platforms.

13. Confidentiality

Each party agrees to treat as strictly confidential all non-public information received from the other party in connection with these Terms or any Recruitment Services Agreement, including Candidate Information, pricing and fee terms, sourcing methods, recruitment processes, Client business information, and any proprietary methodologies of True Oak Talent (collectively, "Confidential Information").

Neither party shall disclose Confidential Information to any third party without prior written consent of the disclosing party, except as required by law or court order. These confidentiality obligations survive termination or expiration of any agreement for two (2) years.

14. Non-Disparagement

Client agrees not to make, publish, post, or communicate any false, misleading, defamatory, or disparaging statements about True Oak Talent, True Oak Ventures LLC, Colin A. Egbert personally, or any staff or contractors associated with True Oak Talent, through any public or semi-public channel, including but not limited to social media, online review platforms, forums, professional networks, or press.

True Oak Talent agrees not to make, publish, post, or communicate any false, misleading, defamatory, or disparaging statements about Client or Client's business through any public or semi-public channel.

This Section applies to written, verbal, and electronic communications and survives termination or expiration of any agreement. Nothing in this Section prevents truthful statements in the context of a legal proceeding or regulatory inquiry.

15. Limitation of Liability

To the fullest extent permitted by applicable law, True Oak Talent's total liability to Client for any claims arising out of or related to these Terms or any Recruitment Services Agreement shall not exceed the total Placement Fees actually paid by Client to True Oak Talent in the twelve (12) months preceding the event giving rise to the claim.

In no event shall True Oak Talent be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, loss of business, or loss of data, arising out of or related to these Terms or any Recruitment Services Agreement, even if advised of the possibility of such damages.

16. Dispute Resolution and Governing Law

These Terms and all Recruitment Services Agreements shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

Any dispute, claim, or controversy arising out of or relating to these Terms, any Recruitment Services Agreement, or their breach, termination, or validity shall be resolved by binding arbitration in the State of Delaware. Arbitration shall be conducted by a single neutral arbitrator mutually agreed upon by the parties. If the parties cannot agree on an arbitrator within fifteen (15) days of a written demand for arbitration, either party may petition a court of competent jurisdiction in Delaware to appoint an arbitrator. The arbitrator's decision shall be final and binding.

Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction in Delaware without first submitting to arbitration, where necessary to prevent irreparable harm.

17. Modifications

True Oak Talent reserves the right to update these Terms at any time. Updated Terms will be posted at trueoaktalent.com/terms with the revised effective date. Continued use of our Services or execution of a new Recruitment Services Agreement after the updated effective date constitutes acceptance of the revised Terms. Terms applicable to any specific engagement are those in effect at the time the applicable Recruitment Services Agreement was executed.

18. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid, and the remaining provisions shall remain in full force and effect.

19. Entire Agreement

These Terms, together with the applicable Recruitment Services Agreement, constitute the entire agreement between True Oak Talent and Client with respect to the subject matter hereof and supersede all prior discussions, representations, and agreements. In the event of any conflict between these Terms and a Recruitment Services Agreement, the Recruitment Services Agreement shall control with respect to the specific engagement, and these Terms shall control in all other respects.

20. Contact

For questions about these Terms, please contact:

Entity: True Oak Ventures LLC (DBA True Oak Talent), a Delaware LLC
Email: team@trueoaktalent.com