NeoWork Platform Fee Terms

Definitions

“Sourced Candidate” means a candidate whom the Customer evaluated, assessed, or was surfaced through the Platform.

“Accepted Offer” means an offer of employment or engagement extended by the Customer to a Sourced Candidate that the candidate accepts. An offer is accepted upon the earlier of (a) the candidate’s written acceptance (including electronic signature of an offer letter) or (b) the Customer’s written confirmation to NeoWork that the offer has been accepted. An Accepted Offer occurs at the moment of acceptance, not when the offer is extended and not when employment begins.

“Qualified Hire” means a Sourced Candidate who receives an Accepted Offer, engaged in any capacity (including as an employee, contractor, or consultant).

“First-Year Base Salary” means the annualized gross base salary stated in the Accepted Offer for the first twelve (12) months of employment, denominated in U.S. dollars, excluding bonuses, equity, commissions, and benefits. For contract or contractor engagements, it means the total agreed remuneration for the first twelve (12) months of the engagement.

“Success Fee” means the placement fee described in Section 2.

“Usage Credits (or Credits)” means the prepaid unit in which Platform usage is metered, as described in Section 5.

“Subscription” means a paid platform plan under Section 4.

“Fee Schedule” means NeoWork’s then-current schedule of prices and rates, made available on the Platform’s plan-selection and checkout screens, which forms part of these Fee Terms.

Placement Success Fee

For every Qualified Hire — with no cap on the number of hires — the Customer shall pay NeoWork a Success Fee equal to fifteen percent (15%) of the First-Year Base Salary of the Accepted Offer, calculated on the actual Accepted Offer at the time of confirmation (and not on any planned or advertised salary entered when the role was created).

2.1When earned. The Success Fee is fully earned at the moment of the Accepted Offer. It is not contingent on the candidate’s start date or continued employment, subject only to the Revocation Window (Section 6) and the Guarantee (Section 9), which are the sole exceptions.

2.2Per individual, any role. The Success Fee attaches to each hired individual and never to a job posting or role: opening or listing a role is free; a role that fills two seats incurs two Success Fees; a role that fills none incurs none. A separate Success Fee is earned for each Qualified Hire regardless of the position, title, department, or capacity in which the individual is ultimately engaged. No Success Fee is due for candidates who are evaluated but not hired.

Each Success Fee, once paid, includes a bonus of Usage Credits added to the Customer’s account. The Success Fee applies whether or not the Customer holds a Subscription and whether or not the Customer is in an onboarding-exemption period (Section 5); an exemption waives usage charges only and never the Success Fee.

Billing Trigger; Records

The Customer confirms a Qualified Hire by taking the “Mark as Hired” action on the Platform. This action constitutes the Customer’s binding confirmation that the candidate has accepted the offer and is the sole event that triggers a Success Fee under Section 2. Assessment-stage actions (such as Approve, Waitlist, or Decline) are workflow signals only and never trigger any fee.

When taking the Mark as Hired action, the Customer must enter the First-Year Base Salary of the Accepted Offer; this figure is the basis for the Success Fee. NeoWork records the timestamp, the acting user, and the entered salary as evidence of the confirmation.

Subscription Plans

A Subscription unlocks Platform features by tier: each tier provides its feature set, and a higher tier unlocks more capability. A Subscription does not include Usage Credits — Credits are obtained as described in Section 5.

Subscriptions are independent of hiring outcomes — no hire triggers, changes, or is required for a Subscription, and the Success Fee in Section 2 is a separate charge. The Customer may subscribe to one of three tiers — Starter, Growth, or Enterprise — at the rates set out in the Fee Schedule; a tier paid annually in a single upfront payment receives a discount versus the monthly rate. Enterprise terms are established by separate order. Current rates are stated in the Fee Schedule, which forms part of these Fee Terms.

Usage Credits; Onboarding Exemption

Platform usage — including assessments, evaluation reports, and AI workforce-agent work — is metered in Usage Credits, and the Credit cost of an action reflects its underlying compute. There is no limit on the number of assessments the Customer may run. Each organization receives a one-time allowance of Usage Credits when it first registers, usable without a Subscription. Additional Credits are prepaid: they are purchased in Credit packs at the prices stated in the Fee Schedule, and any organization may buy them without a Subscription. A Subscription does not include Usage Credits. When the Credit balance reaches zero, the Platform will not produce further reports until additional Credits are obtained.

5.1Nature of Credits. Usage Credits have no cash value, are redeemable solely for Platform usage, and are non-transferable. Credits are not a deposit, a stored-value account, or a gift card redeemable for cash, and they do not expire. Credits themselves are non-refundable; where the Guarantee in Section 9 provides a refund of a Success Fee, that refund may, at the Customer’s election, be paid in Credits. Nothing in this Section limits any right or obligation arising under applicable unclaimed-property (escheat) law, which governs notwithstanding the foregoing.

5.2Onboarding exemption. NeoWork may, in its discretion, grant the Customer a time-limited onboarding-exemption period during which Platform usage is not charged. The exemption affects usage charges only; the Success Fee (Section 2) remains fully payable. This Section operates independently of the Success Fee: purchasing or receiving Credits does not reduce, replace, or offset any Success Fee, and vice versa.

Revocation Window

The Customer may revoke a Mark as Hired confirmation within seven (7) days of the confirmation — for example, where the confirmation was made in error, the candidate revoked acceptance, or the candidate failed to commence employment on the agreed start date. Upon timely revocation, the corresponding Success Fee is fully rolled back: an unpaid invoice is voided, and a paid invoice is credited or refunded in full.

Attribution; Pre-Existing Candidates

7.1Pre-existing-candidate exclusion. No Success Fee is due for a candidate who, within the fourteen (14) days immediately before NeoWork first surfaced that candidate to the Customer, was already actively engaged in the Customer’s own recruiting process for the same or a substantially similar position (that is, the candidate had already applied, been interviewed, or been scheduled to interview for that role). To claim this exclusion, the Customer must notify NeoWork in writing within fourteen (14) days of the Mark as Hired confirmation and provide reasonable supporting evidence (such as a dated application, applicant-tracking record, or interview correspondence predating the NeoWork evaluation). Merely holding a candidate’s resume, or prior contact unrelated to the role, does not qualify, and failure to give timely, documented notice waives the exclusion.

7.2Evidence. NeoWork’s platform records — including time-stamped candidate submissions and assessments — are evidence of the date NeoWork surfaced a candidate to the Customer, which determines the pre-existing-candidate window above.

Payment Terms

Success Fee invoices are issued upon Mark as Hired and are payable within thirty (30) days of the offer-acceptance confirmation (net 30) by the payment methods stated on the invoice. Subscription fees and Credit-pack purchases are charged as stated in the Fee Schedule. Except as expressly stated in these Fee Terms, all Fees are non-cancelable and non-refundable; subscription fees and prepaid Credit purchases are due and payable in advance and are not contingent on the Customer’s actual usage. All amounts are in U.S. dollars.

8.1Late payment. Overdue amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, from the due date until paid, and the Customer will reimburse NeoWork’s reasonable costs of collection, including reasonable attorneys’ fees. The parties agree this charge is a reasonable estimate of the costs of late payment and is not a penalty. NeoWork may suspend the Customer’s ability to run new assessments and to confirm new hires while any invoice remains more than forty-five (45) days past due.

8.2Payment method on file. The Customer shall keep a valid payment method on file and authorizes NeoWork to charge it for any amount more than thirty (30) days overdue, after notice to the Customer’s billing contact.

8.3Taxes. All Fees are exclusive of all taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, GST, and withholding taxes (collectively, “Taxes”). The Customer is responsible for all Taxes associated with its purchases, except Taxes based on NeoWork’s net income, property, or employees. If NeoWork is legally obligated to collect or pay Taxes for which the Customer is responsible, NeoWork will invoice the Customer, and the Customer will pay that amount unless it provides a valid tax-exemption certificate. If any Taxes must be withheld, the Customer will gross up its payment so that NeoWork receives the full amount invoiced.

Guarantee

If a Qualified Hire’s employment ends — because the individual voluntarily resigns or is terminated by the Customer for cause — within ninety (90) days of the start date, NeoWork will refund the Success Fee paid for that hire in full, subject to the conditions below. The refund is made, at the Customer’s election, either as a cash refund to the original payment method or as an equivalent value of Usage Credits.

9.1Notification. Because the separation occurs outside the Platform, the Customer must notify NeoWork within fourteen (14) days of the hire’s last day of employment to claim this guarantee. Claims made after this period are waived.

9.2Exclusions. The guarantee is tied to the departure of the individual and does not apply where the separation results from: a layoff, reduction in force, restructuring, or elimination of the role; the Customer’s breach of the Agreement (including any unpaid or overdue invoice); a change in the Customer’s business conditions; the individual’s death or disability; or any cause other than the individual’s voluntary resignation or termination for cause. The guarantee applies once per placement.

AI Assessment; Roles and Responsibilities

10.1Nature of the Platform. The Platform uses artificial intelligence and automated processes to evaluate candidates through real-world challenges and to produce descriptive assessment reports. The Platform is a decision-support tool: it does not make hiring decisions, does not label candidates as “hire” or “no-hire”, and describes a candidate’s demonstrated level objectively. The Customer alone decides whom to interview, advance, hire, or reject.

10.2Customer as employer and deployer; human review. The Customer is the employer or employment agency for every candidate it evaluates through the Platform and is the sole decision-maker for all employment decisions. The Platform’s assessments, scores, and reports are an informational input only and must not be used to make any employment decision automatically or as the sole basis for a decision. The Customer will apply meaningful human review to every decision and exercise independent judgment. As between the parties, NeoWork acts as the provider or developer of the Platform, and the Customer acts as the deployer that determines the purpose and manner of its use.

10.3Compliance with employment and AI laws. As between the parties, the Customer is responsible for compliance with all laws applicable to its use of the Platform, including Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, and applicable state and local automated-employment-decision and AI laws (such as, where applicable, NYC Local Law 144, the Illinois Human Rights Act and Artificial Intelligence Video Interview Act, the California Fair Employment and Housing Act automated-decision-system regulations, and the Colorado AI Act, each as amended). This includes providing any required notice that AI or an automated tool is used; obtaining any required candidate consent (including written consent before analyzing any recorded video interview); arranging any required independent bias audit or impact assessment and any required public posting; monitoring its own selection outcomes for adverse or disparate impact; providing reasonable accommodations and an alternative selection process on request; refraining from prohibited inputs (such as using ZIP code as a proxy for a protected characteristic); and retaining records for the periods applicable law requires. NeoWork will provide reasonable documentation about the Platform, and bias-audit materials where NeoWork has commissioned an audit, to support the Customer’s compliance, but NeoWork does not thereby assume the Customer’s legal obligations and does not act as the Customer’s independent auditor.

10.4No guarantee of outcomes; not legal advice. The Platform and its assessments, scores, and reports are provided on an “as is” and “as available” basis. NeoWork does not guarantee any hiring, retention, or business outcome and does not warrant that the Platform or its outputs are accurate, complete, unbiased, or compliant with the laws applicable to the Customer’s particular use. NeoWork’s materials, assessments, and reports are not legal advice; the Customer is responsible for obtaining its own legal counsel regarding lawful use of the Platform in its jurisdictions.

10.5Customer indemnification. The Customer will defend, indemnify, and hold harmless NeoWork from any third-party claim, and any resulting loss or penalty, arising out of or relating to (a) the Customer’s employment decisions; (b) the Customer’s use of the Platform in violation of the Agreement or applicable law; or (c) the Customer’s failure to provide any required notice, consent, accommodation, bias audit, or posting. This obligation survives termination and is subject to the limitations of liability in the Terms of Service.

Acceptance; Authority; Changes; Records

11.1Authority to bind. Acceptance is given as described in Section 13. By accepting, the acting user represents and warrants that they are the owner or an authorized administrator of the Customer organization and have authority to bind it. NeoWork is entitled to rely on this representation, and the accepting individual is personally responsible for any breach of it. A user who lacks such authority must not accept these Fee Terms.

11.2Changes to these Fee Terms. NeoWork may update these Fee Terms from time to time. The current version is always available at this page and identified by its version number, and for material changes NeoWork will provide reasonable advance notice (for example, by notice within the Platform or by email to the account administrator). The Customer accepts an updated version by affirmatively agreeing at the next clickwrap prompt, or by continuing to use the Platform after the update takes effect. If the Customer does not agree to an update, its remedy is to stop using the paid Services and cancel its Subscription. No change applies retroactively to obligations already accrued (including any Success Fee already earned).

11.3Records. NeoWork retains the accepting user, the acceptance timestamp, the version of the Fee Terms accepted, and a cryptographic fingerprint (hash) of the accepted text for that version as evidence of acceptance.

General Provisions

12.1Order of precedence. To the extent of any conflict, the following order of precedence applies: (1) an executed order form; (2) the Fee Schedule; (3) these Fee Terms; (4) the NeoWork Terms of Service; and (5) the Privacy Policy — except that a lower-ranked document controls to the extent it expressly states that it overrides a specific provision of a higher-ranked document.

12.2Entire agreement. These Fee Terms, together with the Fee Schedule, any executed order form, and the Terms of Service and Privacy Policy incorporated by reference, are the entire agreement between the Customer and NeoWork regarding Platform fees and billing, and supersede all prior or contemporaneous proposals, quotes, discussions, and representations on that subject. No term of any purchase order or other Customer-issued document has any effect, even if NeoWork accepts or does not object to it. Except for changes NeoWork makes under Section 11, any amendment must be in a writing that NeoWork agrees to.

12.3Assignment. The Customer may not assign or transfer these Fee Terms or the Agreement, in whole or in part, by operation of law or otherwise, without NeoWork’s prior written consent; any attempted assignment without that consent is void. NeoWork may assign these Fee Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. These Fee Terms bind and benefit the parties and their permitted successors and assigns. A change of control of the Customer does not release any Success Fee or other Fee already earned or accrued.

12.4Notices. Except where these Fee Terms specify a particular in-Platform action, any notice the Customer must give NeoWork — including a revocation under Section 6, a pre-existing-candidate exclusion claim under Section 7, a guarantee claim under Section 9, a rejection of changed terms under Section 11, or any billing question or dispute — must be in writing and sent to NeoWork at contact@emergences.ai (or to any billing or legal contact address NeoWork later designates in the Platform or on an invoice), and is effective when NeoWork receives it. A notice asserting a time-limited right under Sections 6, 7, or 9 must be received within the applicable window to be effective. NeoWork gives notices to the Customer by email to the account administrator or by notice within the Platform, each effective when sent.

12.5Disclaimers, liability, and indemnities. The warranty disclaimers, limitation of liability, and NeoWork’s indemnities set out in the Terms of Service apply to these Fee Terms and are incorporated by reference. Except as expressly stated here, the Platform is provided without warranties of any kind to the maximum extent permitted by law.

12.6Severability; no waiver. If any provision of these Fee Terms is held unenforceable, that provision will be limited or severed to the minimum extent necessary and the remaining provisions remain in full force. NeoWork’s failure to enforce any right or provision is not a waiver of that or any other right.

12.7Governing law; contracting entity. These Fee Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules. The contracting entity is Emergences AI, Inc.. These Fee Terms form part of, and are subject to, the NeoWork Terms of Service and Privacy Policy, which govern dispute resolution and all other terms of the Agreement.

Acceptance and Electronic Signature

13.1How assent is given; who is bound; when effective. The Customer accepts these Fee Terms electronically by checking the acceptance box and clicking “I agree” on this page. That action binds the Customer organization on whose behalf the accepting individual acts, takes effect at the moment it is completed, and forms a contract between the Customer and NeoWork consisting of these Fee Terms, the Fee Schedule, and the Terms of Service. NeoWork records the accepting user, the date and time of acceptance, and the version accepted (Section 11), and that record is conclusive evidence of the Customer’s acceptance absent manifest error.

13.2Electronic acceptance and signatures. The Customer consents to transact electronically and agrees that its click of “I agree” is an electronic signature having the same legal force and effect as a handwritten signature, and that these Fee Terms, once accepted, are an electronic record enforceable under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), and any comparable law. Where the Customer and NeoWork instead execute an order form, it may be signed electronically and in one or more counterparts, each of which is an original and all of which together constitute one instrument. NeoWork may deliver invoices, receipts, and notices under these Fee Terms electronically.

13.3Effective date; continuing effect; survival. These Fee Terms are version 2026-07-03 and are effective July 3, 2026. Once accepted, they remain in effect and bind the Customer for so long as the Customer uses the Platform or any Fee remains payable, until superseded by a later version accepted or made effective under Section 11. Provisions that by their nature should survive — including any accrued payment obligation, the Customer indemnity (Section 10), and Sections 8, 11, and 12 — survive termination or expiration of the Agreement.