# Upskillzone Hiring Terms of Service **Document:** HIRING_TERMS **Version:** 2.4.0 **Effective Date:** 2026-04-15 **Supersedes:** HIRING_TERMS v2.3.1 (2025-11-02) **Referenced from:** `/hiring/loi`, `/legal/tos` These Hiring Terms of Service (the "Hiring Terms") govern the relationship between Upskillzone, Inc. ("Upskillzone", "we", "us") and any organization that registers as an Employer ("Employer", "you") to source, contact, or hire candidates ("Subjects") through the Upskillzone talent search and hire-attestation system. These Hiring Terms are a binding agreement and are incorporated by reference into the Upskillzone Master Terms of Service located at `/legal/tos`. By submitting a Letter of Intent at `/hiring/loi`, by issuing API credentials against `POST /api/v1/hires`, or by signing any HireAttestation, you confirm that you have read, understood, and accepted these Hiring Terms in full. --- ## §1. Eligibility 1.1 Employer must be a verified business entity organized under the laws of a recognized jurisdiction, in good standing, and not subject to any sanctions list maintained by OFAC, HM Treasury, the EU Consolidated List, or equivalent. A natural person acting in their personal capacity is not eligible to register as an Employer; recruiting agencies acting on behalf of an end employer must register the underlying employer as a co-signatory on each HireAttestation. 1.2 Initial registration is provisional. Before an Employer may exceed the unverified outreach quota described in §2, Employer must complete the **domain verification** challenge — placement of a one-time TXT record at `_upskillzone-challenge.` containing the nonce returned by `POST /api/v1/hires/employers/{employer_id}/domain-challenge`, or, at Employer's option, hosting the equivalent challenge file at `https:///.well-known/upskillzone-challenge.txt`. The challenge is single-use, expires after 72 hours, and re-issuance is rate-limited to three attempts per calendar day per domain. 1.3 Employer represents that each natural person who authenticates against the Upskillzone hiring API on Employer's behalf is (a) duly authorized to bind Employer for the actions they perform, and (b) has individually accepted these Hiring Terms via the click-through consent flow at `/hiring/loi`. 1.4 Employer shall not register more than one entity record for the same legal entity, shall not impersonate another organization, and shall not attempt to bypass tier gating by routing requests through unaffiliated domains. --- ## §2. Tier Ladder The Employer account moves through four tiers. Tier transitions are applied automatically by the platform once the relevant evidence is recorded; downgrades may occur at any time per §9. | Tier | Outreach Quota (msgs / 30 days) | Salary Band Visibility | HireAttestation Rights | |---|---|---|---| | `unverified` | 25 | redacted (band only) | none | | `domain_verified` | 250 | midpoint disclosed | sign in single-employer mode | | `email_attested` | 1,500 | full band + percentile | sign + co-sign agency hires | | `kyc_verified` | 10,000 | full band + per-Subject context | sign + bulk batch + clawback dispute | 2.1 **`unverified`.** A newly registered Employer. May browse anonymized profiles, may issue read-only queries, and may send a small number of outreach messages strictly for the purpose of establishing fit. May not sign HireAttestations. May not view raw compensation figures. 2.2 **`domain_verified`.** Employer has completed the §1.2 challenge. Outreach quota expands and salary band midpoints become visible. Employer may sign a HireAttestation provided the Employer is the direct employing entity (no agency co-sign). 2.3 **`email_attested`.** A second authorized officer of Employer (distinct from the registering user) has completed an email round-trip attestation against a corporate domain mailbox. Full salary band and percentile data are unlocked. Employer may co-sign HireAttestations on behalf of an end employer when Employer is acting as a recruiting agency. 2.4 **`kyc_verified`.** Employer has completed full Know-Your-Business diligence: beneficial ownership disclosure, government-issued business registration, and a sanctions screen. Employer unlocks bulk batch attestation, may file clawback disputes under §8, and may invoke priority support. 2.5 The platform reserves the right to require re-verification at any time, including but not limited to (a) a change in beneficial ownership, (b) a complaint received via the bias-audit pipeline (§6), or (c) a billing chargeback against an invoice issued under §3. While re-verification is pending, Employer is temporarily downgraded to the next-lower tier. --- ## §3. Take-Rate and Invoicing 3.1 Upskillzone's compensation under these Hiring Terms is a take-rate of **12%** of the `annual_total` compensation figure recorded on each signed HireAttestation, where `annual_total = base_salary + target_bonus + (equity_grant_value / vesting_years)` as defined in the HireAttestation schema, and where `channel_attribution = "talent_search"`. 3.2 Hires with `channel_attribution` other than `"talent_search"` (for example `"inbound"`, `"referral_external"`, or `"job_board_external"`) do not generate a take-rate fee, but are still subject to the §5 outcome-attestation obligation if the HireAttestation was nonetheless signed through the platform. 3.3 Invoices are issued on a **T+30** cadence: an invoice is generated on the thirtieth calendar day following the Subject's `start_date` (not the attestation date), denominated in U.S. dollars unless otherwise agreed in the Letter of Intent, and is due net-30 from issuance. Late balances accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. 3.4 The 12% take-rate is computed once per HireAttestation and is not re-billed on subsequent compensation increases, promotions, or anniversary refreshes; it is, however, subject to clawback under §8 and §9. 3.5 Taxes (sales, VAT, GST, withholding) are the responsibility of Employer and are exclusive of the take-rate. --- ## §4. HireAttestation Contract 4.1 A **HireAttestation** is the canonical, machine-verifiable record of a hire originated through the platform. It is created via `POST /api/v1/hires` and, once recorded, is immutable: subsequent fields may only be appended through scoped sub-endpoints (for example `POST /api/v1/hires/{id}/outcome-90-day` per §5), and the original record is never overwritten. 4.2 Each HireAttestation must be signed using **Ed25519** with the key pair registered to Employer's account at registration. The signature covers the canonical JCS-serialized form of the attestation payload (per RFC 8785). Submissions that fail signature verification are rejected at the API layer and are not persisted. 4.3 The Subject must provide affirmative consent. The attestation payload contains a `subject_acknowledged_at` timestamp that the platform populates only after the Subject has completed the consent flow served at `/hiring/consent/{token}`. An attestation submitted without a populated `subject_acknowledged_at` is held in `pending_subject_consent` state and does not trigger §3 invoicing until consent lands or the attestation is voided after 30 days. 4.4 Once the attestation reaches `recorded` state, Employer waives any right to retract the record except through the dispute process in §8 or the clawback process in §9. Employer may, however, append corrections to mutable side-tables (for example, updating `team_name` or `manager_email`) via `PATCH /api/v1/hires/{id}/metadata`, which is logged but does not alter the signed core. --- ## §5. 90-Day Outcome Attestation 5.1 For every HireAttestation in `recorded` state, Employer is obligated to file a follow-up outcome record via `POST /api/v1/hires/{id}/outcome-90-day` within **90 days** of the Subject's `start_date`. The outcome must be one of `yes` (Subject is still employed and the role matches the attestation), `no` (Subject has separated or the role materially diverged), or `declined` (Subject withdrew before or shortly after start). 5.2 The 90-day window opens on `start_date` and closes at 23:59:59 UTC on the 90th calendar day thereafter. The platform sends three reminder notifications: at T+60, T+80, and T+89 days. 5.3 Failure to record an outcome within the window marks the credit clause on the corresponding invoice as `incomplete`. An `incomplete` credit clause has two consequences: (a) Employer forfeits the right to claim a §8 refund or §9 clawback against that attestation, and (b) Employer's tier (per §2) is flagged with a non-public `compliance_warning` that is cleared only when three subsequent outcome attestations are filed on time. 5.4 Outcome records are themselves Ed25519-signed and are appended to the immutable record described in §4.1. --- ## §6. Anti-Discrimination 6.1 Employer shall not use the `talent_search` filter set, the saved-query feature, or any derived API surface to filter, rank, exclude, or score Subjects on the basis of any characteristic protected under applicable law, including race, color, national origin, ancestry, religion, sex, gender identity, sexual orientation, age, disability, marital status, pregnancy, veteran status, or genetic information. Filters that are facially neutral but are used as proxies for protected characteristics are equally prohibited. 6.2 The platform operates a **bias-audit** dashboard that continuously monitors Employer query patterns, outreach acceptance rates by inferred demographic cluster, and HireAttestation funnels. Statistically significant disparities trigger an automated review. The bias-audit dashboard is the contractually agreed enforcement mechanism for this section: Employer consents to the collection of the metrics required to operate it and consents to the conclusions reached by it as binding for the purpose of these Hiring Terms. 6.3 A `bias_audit_alert` of severity `high` results in immediate suspension of `talent_search` write privileges pending review. A second `high` alert within any rolling 12-month period is grounds for termination under §9. 6.4 Nothing in this section is intended to limit lawful affirmative-outreach programs; Employer must, however, route such programs through the dedicated `/api/v1/hires/programs/affirmative` endpoint so that the bias-audit pipeline can correctly classify the activity. --- ## §7. Confidentiality 7.1 Talent profile data accessible through the platform — including resumes, project artifacts, peer reviews, and skill-graph derivations — is provided to Employer on an opt-in basis from the Subject and only for the purpose of evaluating the Subject for a specific role. 7.2 Employer shall not export, screen-scrape, redistribute, or load into any external system (including any third-party applicant-tracking system, large-language-model fine-tuning corpus, or shared spreadsheet) any talent profile data without the explicit, per-Subject consent recorded via `POST /api/v1/hires/consent/export`. Bulk export is gated to `kyc_verified` Employers only. 7.3 Employer shall maintain reasonable administrative, technical, and physical safeguards against unauthorized access to talent data and shall notify Upskillzone within 72 hours of becoming aware of any incident that may have compromised such data. 7.4 Confidentiality obligations survive termination of these Hiring Terms for a period of five (5) years. --- ## §8. Refund and Dispute Resolution 8.1 Employer may file a refund or dispute claim against an issued invoice within **14 days** of the date the corresponding HireAttestation reached `recorded` state, by submitting a structured claim to `POST /api/v1/hires/{id}/disputes` accompanied by supporting evidence. 8.2 Permissible dispute grounds are limited to: (a) duplicate attestation for the same Subject and role within a 30-day window, (b) provable misclassification of `channel_attribution`, (c) Subject never started employment despite a `recorded` attestation, or (d) clerical error in `annual_total` of greater than 5%. 8.3 Disputes are reviewed by Upskillzone within 10 business days. If granted, the take-rate is refunded or credited against the next invoice. If denied, Employer may escalate under §10. 8.4 Filing a dispute does not toll the §5 outcome-attestation obligation. --- ## §9. Termination and Clawback 9.1 Either party may terminate these Hiring Terms for convenience on 30 days' written notice. Upskillzone may terminate immediately for cause, including (a) breach of §6, (b) a second `compliance_warning` under §5.3, (c) failure to pay an undisputed invoice for more than 60 days, or (d) loss of Employer's underlying business registration. 9.2 Upon termination, Upskillzone may revoke Employer's HireAttestation signing rights, suspend further calls to `POST /api/v1/hires`, and void any outstanding outreach quota, which carries no monetary value and is not refundable. 9.3 If, within 12 months of termination for cause under §9.1(a) or §9.1(b), an audit reveals additional violations attributable to attestations recorded prior to termination, Upskillzone may exercise a clawback against any credits previously applied to Employer's account and may pursue collection of any waived fees. 9.4 Sections §3 (with respect to outstanding invoices), §5 (with respect to attestations recorded before termination), §7, §8, §9, §10, and §11 survive termination. --- ## §10. Arbitration 10.1 Any dispute arising out of or relating to these Hiring Terms that is not resolved through the §8 dispute process shall be finally settled by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. 10.2 The seat of arbitration shall be Wilmington, Delaware. The governing law shall be the law of the State of Delaware, without regard to its conflict-of-laws principles. The arbitral tribunal shall consist of one arbitrator. The language of the arbitration shall be English. 10.3 Each party waives any right to participate in a class, collective, or representative action against the other arising from these Hiring Terms. Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information pending the appointment of the arbitrator. --- ## §11. Acknowledgments and Signature By executing these Hiring Terms, Employer acknowledges: - that Employer has read and understood §1 through §10 in their entirety; - that the Ed25519 signing key registered to Employer's account constitutes a valid electronic signature under the U.S. E-SIGN Act, UETA, and equivalent foreign law; - that the 12% take-rate, 90-day outcome obligation, T+30 invoicing cadence, and bias-audit enforcement mechanism are material terms; - that the domain verification challenge under §1.2 is a precondition to all but the lowest tier of access; and - that the immutable HireAttestation contract is the canonical record of a hire for all purposes between the parties. ### Signature Block ``` Employer Legal Name: ____________________________________ Authorized Signatory Name: ____________________________________ Title: ____________________________________ Email (corporate domain): ____________________________________ Ed25519 Public Key (hex): ____________________________________ Domain Verified: [ ] yes [ ] pending Tier at Execution: [ ] unverified [ ] domain_verified [ ] email_attested [ ] kyc_verified Date of Acceptance (UTC): ____________________________________ Signature (Ed25519, hex): ____________________________________ ``` For Upskillzone, Inc.: ``` Authorized Signatory: ____________________________________ Title: ____________________________________ Date (UTC): ____________________________________ ``` --- *End of HIRING_TERMS v2.4.0. For machine-readable terms, see `/reference/hiring/openapi.yaml`. For the Master Terms of Service that incorporate this document by reference, see `/legal/tos`.*