Hedgy Labs, Inc. Fee Agreement (the "Fee Agreement")

Last Updated: May 12, 2025

This Hedgy Fee Agreement (the "Fee Agreement") governs the Hedgy payment, and other terms between you and Hedgy, and is made pursuant and subject to the terms of the Hedgy Terms of Service ("Terms"), currently located at https://www.hedgy.works/legal/terms-of-service, as may be updated from time to time. In the event of a conflict or inconsistency between the Terms and this Fee Agreement, the applicable terms of this Fee Agreement will control with respect to your use of the Hedgy Platform.

1. DEFINITIONS.

1.1. "Information" means information about a Member, including identity, employment background, education, contact information, or the fact that the Member is exploring new employment opportunities.

1.2. "Introduced Member" means a Member whose Information the Employer obtained through the Hedgy Platform at any time prior to extending such Member an Offer.

1.3. "Offer" means an offer made by an Employer to a Member for paid employment or engagement as a paid consultant for any length of services

1.4. "Placement Fee" means, for each Successful Placement of an Introduced Member, a percentage of the annualized compensation of such Member, as determined by the Hedgy Platform, unless the Employer has executed a separate service supplement with Hedgy that provides for alternate pricing.

1.5. "Successful Placement" means the earlier of: (a) a verbal or written acceptance by a Member of an Offer; or (b) the commencement of paid employment or engagement by a Member with an applicable Employer.

2.PAYMENT TERMS.

By joining the Hedgy Platform, you agree to pay Hedgy Labs, Inc. all Placement Fees (collectively, "Fees"), as follows:

2.1. Placement Fees. Employers shall, within seven (7) days after each Successful Placement defined as an accepted offer by the Member: (a) notify Hedgy of such Successful Placement in writing; and (b) provide Hedgy with documentation confirming the applicable Member's compensation; provided, Employers may redact any sensitive information regarding the Member from such documentation.

If any Employer fails to either notify Hedgy in writing or provide such documentation within seven (7) days after a Successful Placement, the Employer agrees that an additional fee equal to ten percent (10%) of the applicable Placement Fee shall be added to the invoice for such Successful Placement (the "Late Fee").

Employers shall pay the full Placement Fee and any applicable Late Fee to Hedgy no later than thirty (30) days after the start date in the Offer (the "Payment Term"). Any portion of the Placement Fee or Late Fee that remains unpaid after the Payment Term shall accrue interest at a rate of two percent (2.0%) 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 Placement Fee is not paid in full during the Payment Term, then any opportunity for a Placement Fee refund will be invalidated in full, as provided below.

Notwithstanding anything to the contrary herein, in the event that Employer retains the services of any Member in an unpaid position, or in a position in which the Member is paid solely through equity or phantom equity compensation, then the Employer will pay a fee of five thousand dollars ($5,000) for retaining such Member. The preceding sentence will not alter the requirements of paying any Placement Fee.

2.2. Third-Party Service Provider. Hedgy may choose to use Stripe, Inc. ("Stripe") and its affiliates as the third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) ("Third-Party Service Provider"). By accepting or making payments on any of the Services, you agree to be bound by Stripe's Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/us/terms) and hereby consent and authorize Hedgy and Stripe to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions.

2.3. Placement Fee Calculation for Commission Based Roles. For commission based roles (e.g. Account Executive) the placement fee will be based on the listed OTE (i.e. On Target Earnings) in the offer letter or provided job description. Should the OTE be a range, the midpoint will be used. If there is no listed OTE for the role, the placement fee will be applied to the salary and doubled.

3. PLACEMENT FEE REFUNDS AND EXEMPTIONS.

3.1. Placement Fee Exemption. No Placement Fee will be charged for a Successful Placement if the Employer can establish with sufficient supporting records and documentation that it had a pre-existing evaluation ("Pre-Existing Evaluation") of the relevant Member in the 90 days prior to receiving the Member's information through the Hedgy Platform. Examples of Pre-Existing Evaluation include any two-way written communication with the Member regarding their candidacy or a documented formal interview with the Member about a job opportunity. Hedgy retains full discretion in determining whether information provided qualifies for a fee exemption per the criteria above.

3.2. Placement Fee Refund Requirements.

Hedgy shall refund an Employer's Placement Fee in full if the Employer notifies Hedgy and the following conditions are met:
(a) Member's employment or consultancy was terminated (by Employer or Member) within 90 days after the start date in the Offer, and the intended term of engagement was not less than three 90 days;

(b) Employer paid the Placement Fee in full within the Payment Term;

(d) Member and Employer do not intend to resume (and actually do not resume) the employment or consultancy for at least twelve (12) months after the termination date of the employment or consultancy. In the event that the Member and Employer do resume the employment or consultancy within such twelve (12) month period, any Placement Fee previously refunded with respect to such Member shall become due and payable to Hedgy immediately; and

(e) Employer did not, in our sole discretion, violate the Agreement.

4. NON-SOLICITATION.

‍During the Fee Agreement Term (as defined below) and for one (1) year thereafter (the "Non-Solicitation Period"), an Employer will not, directly or indirectly, condone, assist, or engage in the recruiting, soliciting, encouraging or enticing of any Member to enter into any employment or independent contractor relationship with an Employer or any other third party outside of, or in circumvention of, the Hedgy Platform. Each Employer acknowledges that actual damages may be difficult to ascertain in the event of any breach of the foregoing. Accordingly, if an Employer breaches the foregoing (including by entering into a direct employment or contracting relationship with any Member during the Non-Solicitation Period) then, for any Member hired by Employer, such Employer will pay to Hedgy (as liquidated damages and not as a penalty) an amount equivalent to thirty-five percent (35%) of the annual compensation of the Member hired. Any such fees owed will be due immediately, but in any event no later than upon the date the Employer or third party enters into a written or oral agreement to hire or engage the services of the Member either directly or through a third party.

5. TERM AND TERMINATION.

5.1. Fee Agreement Term. Unless terminated by Hedgy, this Fee Agreement will remain in full force and effect while you access or use the Hedgy Platform.

5.2. Termination. We may terminate this Addendum at any time, including if you are suspected of violating any provision of the Agreement. AN EMPLOYER'S OBLIGATION TO PAY ANY PLACEMENT FEES AND LATE FEES SHALL SURVIVE ANY TERMINATION OF THIS FEE AGREEMENT. All provisions of this Fee Agreement which by their nature are designed to survive termination shall survive any termination or expiration of this Fee Agreement, including any payment terms with respect to the foregoing payment obligations and non-solicitation.