Visionary Talent Clique Client Terms

and Conditions

Last Updated: July 22, 2026

1. Acceptance of Terms; Authority

These Terms and Conditions (“Terms”) are a binding agreement between Visionary Talent, LLC a Utah

limited liability company (“Visionary Talent,” “we,” “us”), and the company or organization accessing or

using the Clique platform (the “Platform”) (“Client,” “you”). By registering an account or using the

Platform, you accept these Terms. The individual accepting represents that they have authority to bind the

Client. If you do not agree, do not use the Platform. The Platform is owned and operated by Visionary

Talent.

2. Definitions

• “Candidate” means an individual whose profile appears on or is submitted through the Platform.

• “Introduction” means the first disclosure of a Candidate’s identity or profile to Client through the

Platform, or any Platform-facilitated contact between Client and a Candidate.

• “Placement” means a Candidate’s acceptance and commencement of employment or engagement

with Client (or any affiliate of Client) following an Introduction.

• “Placement Fee” means the fee payable by Client to Visionary Talent for a Placement (currently

$5,000). Visionary Talent reserves the right to change the amount of the Placement Fee at its sole

discretion; changes apply prospectively only and do not apply to Candidates already introduced to

Client at the time of the change.

• “Guarantee Period” means the 30-day period beginning on the Candidate’s start date.

3. Subscription and Services

For a subscription fee of $100 per month, Client receives: (a) up to five (5) Candidate interviews per

month; (b) access to vetted Candidate profiles; and (c) access to Visionary Talent’s market research and

compensation-range data for the United States. Unused interviews do not roll over to subsequent months.

The subscription renews automatically each month until cancelled; Client may cancel effective as of the

next renewal date by notice through the Platform or to team@theclique.co. Subscription fees are non-

refundable. Visionary Talent may modify subscription pricing on thirty (30) days’ notice, effective at the

next renewal.

4. Placement Fee

Client will pay Visionary Talent the Placement Fee for each Placement, payable as follows:

• $1,000 deposit, due on the Candidate’s start date (the “Deposit”). The Deposit is non-refundable

but is applied as provided in Section 5;

• $4,000 balance, due on day 30 following the Candidate’s start date, unless the guarantee in

Section 5 has been triggered.

Client is responsible for accurately and promptly reporting each Candidate’s acceptance and start date to

Visionary Talent. Failure to report a Placement, or misreporting a start date, is a material breach.

Visionary Talent may charge the payment method on file on the applicable due dates.

5. 30-Day Guarantee and Replacement

If a Candidate’s employment or engagement ends for any reason within the Guarantee Period, and Client

notifies Visionary Talent within seventy-two (72) hours of the departure or by 5:00 p.m. Mountain Time

on day 30, whichever comes first, then: (a) the $4,000 balance of the Placement Fee is waived; (b) Client

receives free access to the Platform for sixty (60) days to identify a replacement Candidate; and (c) the

non-refundable Deposit already paid is applied as the Deposit for the replacement hire. Timely notice as

described above is a condition of the guarantee. The guarantee does not apply if the departure results from

Client’s elimination of the position, material change to the role, reduction in force, or unlawful or

improper conduct by Client.

6. Late Payment; Suspension

Any amount not paid within five (5) days of its due date will incur a one-time late charge of ten percent

(10%) of the overdue amount, and thereafter the overdue balance will accrue interest at 1.5% per month

(18% per annum) or the maximum rate permitted by law, whichever is less. Visionary Talent may

suspend Platform access for any account with amounts more than fifteen (15) days past due. Client is

responsible for Visionary Talent’s reasonable costs of collection, including attorneys’ fees.

7. Off-Platform Engagement; Non-Circumvention; Liquidated

Damages

The Platform and its Candidate network are the proprietary work product of Visionary Talent, and

Introductions have independent commercial value. Client agrees that, during the term of these Terms and

for twelve (12) months after each Introduction, Client will not (directly, or indirectly through any affiliate,

agent, or third party) solicit, engage, interview, contract with, or hire any Candidate first identified

through an Introduction other than through the Platform, without paying the Placement Fee.

If Client engages or hires such a Candidate off-Platform, Client agrees to pay Visionary Talent, as

liquidated damages and not as a penalty, the greater of $10,000 or two (2) times the then-current

Placement Fee, per Candidate, due within ten (10) days of the engagement. The parties acknowledge that

Visionary Talent’s actual damages from circumvention, including lost fees, erosion of its proprietary

network, and loss of goodwill, are difficult to quantify, and agree this amount is a reasonable, good-faith

estimate of probable loss. Visionary Talent reserves the right to liquidated damages as a remedy and the

right to any injunctive relief permissible by law and to terminate Client’s account on the Platform. Client

will promptly disclose to Visionary Talent any hire of a Candidate introduced through the Platform.

8. Candidate Data and Privacy

Client will handle all Candidate information in compliance with applicable privacy and data-protection

laws (including, where applicable, the GDPR, CCPA, and state equivalents), will use it solely to evaluate

Candidates for employment, will restrict access to personnel involved in hiring, and will not sell, disclose,

or use Candidate information for any other purpose. Upon a Candidate’s withdrawal from the Platform or

Visionary Talent’s request, Client will delete Candidate information not reasonably required for legal

compliance or documentation of its hiring process.

9. Hiring Decisions; Compliance

Client is solely responsible for interviews, screening, background checks, reference checks, employment

offers, and hiring decisions, and for compliance with all applicable employment laws, including equal-

opportunity, anti-discrimination, immigration, and wage laws. Visionary Talent vets Candidates for

general suitability but makes no representation regarding any Candidate’s qualifications, background,

work authorization, or fitness for any role. Visionary Talent is not the employer of any Candidate and is

not a party to any employment relationship between Client and a Candidate.

10. Intellectual Property; Confidentiality

The Platform, its Candidate database, compensation data, market research, software, and all related

intellectual property are owned by Visionary Talent. Client receives only a limited, revocable, non-

exclusive, non-transferable license to access the Platform for its internal hiring purposes. Client will not

copy, scrape, export, disclose, or commercially exploit Platform data, and will keep Candidate

information, compensation data, and Visionary Talent’s non-public business information confidential.

These obligations survive termination of these Terms.

11. Disclaimers; Limitation of Liability

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” VISIONARY TALENT

DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY

AND FITNESS FOR A PARTICULAR PURPOSE. Visionary Talent does not guarantee the accuracy or

completeness of Candidate information or the outcome of any hire. TO THE MAXIMUM EXTENT

PERMITTED BY LAW, VISIONARY TALENT WILL NOT BE LIABLE FOR INDIRECT,

INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS,

AND VISIONARY TALENT’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE FEES

PAID BY CLIENT TO VISIONARY TALENT IN THE TWELVE (12) MONTHS PRECEDING THE

CLAIM. Nothing in these Terms limits liability that cannot be limited under applicable law.

12. Indemnification

Client will indemnify, defend, and hold harmless Visionary Talent and its officers, members, employees,

and affiliates from and against any claims, damages, losses, fines, and expenses (including reasonable

attorneys’ fees) arising out of (a) Client’s breach of these Terms, (b) Client’s hiring decisions,

employment practices, or treatment of any Candidate, (c) Client’s use or disclosure of Candidate

information, or (d) Client’s violation of applicable law.

13. Term; Termination; Survival

These Terms apply for as long as Client maintains an account. Visionary Talent may suspend or terminate

access immediately for material breach, including off-Platform engagement, non-payment, or misuse of

Candidate data, and otherwise on ten (10) days’ notice. Client may close its account effective at the end of

the current subscription period. Termination does not relieve Client of payment obligations accrued

before termination, and Sections 4 through 8, 10 through 12, and 14 through 18 survive termination.

14. Dispute Resolution; Arbitration; Class Waiver

These Terms are governed by the laws of the State of Utah, without regard to conflict-of-law principles.

Except for claims for injunctive or equitable relief (including enforcement of Sections 7 and 10) and

actions to collect undisputed fees, any dispute arising out of or relating to these Terms or the Platform

shall be resolved exclusively by binding arbitration administered by the American Arbitration Association

under its Commercial Arbitration Rules, before a single arbitrator, seated in Salt Lake County, Utah.

Judgment on the award may be entered in any court of competent jurisdiction. CLIENT AND

VISIONARY TALENT EACH WAIVE ANY RIGHT TO A JURY TRIAL AND ALSO WAIVE ANY

RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. If the

class waiver is found unenforceable as to a claim, that claim shall proceed in the state or federal courts

located in Salt Lake County, Utah.

15. Modifications

Visionary Talent may update these Terms from time to time. Material changes will be communicated by

email or through the Platform at least fifteen (15) days before they take effect. Continued use of the

Platform after the effective date constitutes acceptance; changes apply prospectively only and do not

apply to Placements already in progress.

16. General

Client may not assign these Terms without Visionary Talent’s written consent; Visionary Talent may

assign them in connection with a merger, acquisition, or sale of assets. Failure to enforce a provision is

not a waiver. Notices to Visionary Talent must be sent to team@theclique.co; notices to Client will be

sent to the account email address. Neither party is liable for delay caused by events beyond its reasonable

control.

17. Entire Agreement

These Terms, together with any order form or policies referenced in them, constitute the entire agreement

between Client and Visionary Talent regarding the Platform and supersede all prior or contemporaneous

discussions, understandings, and agreements, whether written or oral, relating to their subject matter.

18. Severability

If any provision of these Terms is held to be invalid, unlawful, or unenforceable by a court or arbitrator of

competent jurisdiction, that provision will be modified to the minimum extent necessary to make it

enforceable or, if it cannot be so modified, severed from these Terms, and the remaining provisions will

remain in full force and effect.

Clique Recruiter Terms and Conditions

Last Updated: July 22, 2026

1. Acceptance of Terms; Eligibility

These Terms and Conditions (“Terms”) are a binding agreement between Visionary Talent, LLC a Utah

limited liability company (“Visionary Talent,” “we,” “us”), and the recruiter accessing or using the Clique

platform (the “Platform”) (“Recruiter,” “you”). By creating an account, submitting a candidate, or

otherwise using the Platform, you accept these Terms. If you do not agree, do not use the Platform. You

represent that you are at least 18 years old and, if using the Platform on behalf of an entity, that you have

authority to bind that entity. The Platform is owned and operated by Visionary Talent.

2. Definitions

• “Candidate” means an individual whose profile or information is submitted to or appears on the

Platform.

• “Client” means a company or hiring organization registered on the Platform.

• “Placement” means a Candidate’s acceptance and commencement of employment or engagement

with a Client resulting from an introduction made through the Platform.

• “Placement Fee” means the fee payable by a Client to Visionary Talent for a Placement (currently

$5,000). Visionary Talent reserves the right to change the amount of the Placement Fee at its sole

discretion.

• “Guarantee Period” means the 30-day period beginning on the Candidate’s start date.

3. Relationship of the Parties

You are an independent contractor. Nothing in these Terms creates an employment, agency, partnership,

joint venture, or franchise relationship between you and Visionary Talent. You have no authority to bind

Visionary Talent. You are solely responsible for all of your own taxes, withholdings, insurance, licenses,

and regulatory obligations arising from amounts paid to you under these Terms, and you will provide a

completed IRS Form W-9 (or applicable equivalent) before any commission is paid.

4. Recruiter Representations and Warranties

You represent and warrant that:

• You have the legal right to submit each Candidate’s profile, resume, and information, and doing

so does not violate any agreement with, or policy of, any employer, staffing agency, or other third

party to which you are or were subject;

• All information you submit is accurate, truthful, current, and lawfully obtained;

• Each Candidate has been informed of, and has consented to, the submission of their information

to the Platform and its disclosure to Clients as described in the Candidate Terms, and you can

produce evidence of that consent on request;

• Your recruiting activities comply with all applicable laws, including anti-discrimination, privacy,

and data-protection laws.

Visionary Talent is not responsible for, and you assume sole liability for, any claim by your employer, a

staffing agency, a Candidate, or any other third party arising out of your submission of a Candidate or

your use of the Platform.

5. Candidate Consent and Data Protection

Before submitting a Candidate, you must inform the Candidate what information will be shared (name,

compensation information, location, and job history), with whom (registered Clients), and for what

purpose. You must promptly notify Visionary Talent if a Candidate withdraws consent, accepts other

employment, or is otherwise no longer on the market. You will handle all personal information accessed

through the Platform in compliance with applicable privacy laws and only for authorized recruiting

purposes.

6. Commission

For each Placement attributable to a Candidate you submitted, Visionary Talent will pay you a

commission equal to twenty percent (20%) of the Placement Fee actually received by Visionary Talent

(the “Commission”). The Commission is earned only if (a) the Candidate remains employed or engaged

by the Client through the end of the Guarantee Period, and (b) Visionary Talent has received the full

Placement Fee from the Client. Earned Commissions are payable on or after day 31 following the

Candidate’s start date. If the Candidate departs during the Guarantee Period, no Commission is earned on

that Placement; if the Client hires a replacement under the guarantee, the Commission applies to the

completed replacement Placement. Visionary Talent may offset your Commissions by any amounts you

owe Visionary Talent.

7. Non-Circumvention; Liquidated Damages

All introductions to Clients made through the Platform are the proprietary work product of Visionary

Talent. During your use of the Platform and for twelve (12) months after your last access, you will not,

directly or indirectly, solicit, contact, or enter into any business arrangement with any Client first

introduced to you through the Platform, except through the Platform.

You acknowledge that the harm to Visionary Talent from circumvention, including loss of Placement

Fees, erosion of its proprietary network, and loss of goodwill, is real but difficult to quantify.

Accordingly, for each violation of this Section, you agree to pay Visionary Talent liquidated damages of

$30,000, which the parties agree is a reasonable, good-faith estimate of Visionary Talent’s probable loss

and not a penalty. Visionary Talent reserves the right to liquidated damages as a remedy and the right to

any injunctive relief permissible by law and to terminate your account on the Platform.

8. Prohibited Conduct

You will not: (a) use Platform data, including Client hiring needs, Candidate information, or market

research, for any purpose other than recruiting through the Platform; (b) scrape, harvest, copy, or export

Platform data; (c) submit a Candidate without consent or submit fabricated or misleading profiles; (d)

spam, harass, discriminate, or use manipulative tactics in any way; (e) misrepresent your identity,

affiliation, or a Candidate’s qualifications; or (f) interfere with the Platform’s operation or security in any

way.

9. Confidentiality

“Confidential Information” includes Candidate personal information, Client hiring needs, compensation

data, market research, and any non-public business or technical information of Visionary Talent. You will

use Confidential Information solely to perform recruiting services through the Platform, use reasonable

care to protect the Confidential Information, and not disclose any Confidential Information to any third

party. This obligation survives termination of these Terms for three (3) years. This obligation shall

survive as it relates to personal information and trade secrets, for as long as permitted by applicable law.

10. Intellectual Property

The Platform, its data compilations, candidate database, software, and all related intellectual property are

owned by Visionary Talent. You receive only a limited, revocable, non-exclusive, non-transferable

license to access the Platform for authorized recruiting purposes. You retain no rights in Platform data.

Unauthorized use, copying, or extraction is a material breach and may result in a court granting injunctive

relief and damages in favor of Visionary Talent.

11. Indemnification

You will indemnify, defend, and hold harmless Visionary Talent and its officers, members, employees,

and affiliates from and against any claims, damages, losses, fines, and expenses (including reasonable

attorneys’ fees) arising out of (a) your breach of these Terms or of any representation or warranty, (b)

your submission of any Candidate or handling of Candidate information, (c) any claim by your employer

or any staffing agency relating to your activities on the Platform, or (d) your violation of applicable law.

12. Disclaimers; Limitation of Liability

The Platform is provided “AS IS” and “AS AVAILABLE,” without warranties of any kind, express or

implied. Visionary Talent does not warrant that any Candidate will be placed, that any Client will engage

any Candidate, or that Commissions will reach any level. TO THE MAXIMUM EXTENT PERMITTED

BY LAW, VISIONARY TALENT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL,

CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, AND

VISIONARY TALENT’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT

EXCEED THE COMMISSIONS PAID TO YOU BY VISIONARY TALENT IN THE TWELVE (12)

MONTHS PRECEDING THE CLAIM OR $500, WHICHEVER IS GREATER. Nothing in these Terms

limits liability that cannot be limited under applicable law.

13. Term; Termination; Survival

These Terms apply for as long as you use the Platform. Visionary Talent may suspend or terminate your

account immediately for breach of these Terms, misuse of data, unlawful or unethical conduct, or risk to

the Platform or its users, and otherwise on ten (10) days’ notice. You may close your account at any time.

Termination does not affect Commissions already earned (except Commissions forfeited due to your

breach), and Sections 4, 5, 7, and 9 through 18 survive termination.

14. Dispute Resolution; Arbitration; Class Waiver

These Terms are governed by the laws of the State of Utah, without regard to conflict-of-law principles.

Except for claims for injunctive or equitable relief (including to protect confidential information or

intellectual property, or to enforce Section 7), any dispute arising out of or relating to these Terms or the

Platform shall be resolved exclusively by binding arbitration administered by the American Arbitration

Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Salt Lake

County, Utah. Judgment on the award may be entered in any court of competent jurisdiction. YOU AND

VISIONARY TALENT EACH WAIVE ANY RIGHT TO A JURY TRIAL AND ALSO WAIVE ANY

RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. If the

class waiver is found unenforceable as to a claim, that claim shall proceed in the state or federal courts

located in Salt Lake County, Utah.

15. Modifications

Visionary Talent may update these Terms from time to time. Material changes will be communicated by

email or through the Platform at least fifteen (15) days before they take effect. Continued use of the

Platform after the effective date constitutes acceptance; changes do not apply retroactively to Placements

already in progress.

16. General

You may not assign these Terms without Visionary Talent’s written consent; Visionary Talent may assign

them in connection with a merger, acquisition, or sale of assets. Failure to enforce a provision is not a

waiver. Notices to Visionary Talent must be sent to team@theclique.co notices to you will be sent to your

account email address. Neither party is liable for delay caused by events beyond its reasonable control.

17. Entire Agreement

These Terms, together with any policies referenced in them, constitute the entire agreement between you

and Visionary Talent regarding the Platform and supersede all prior or contemporaneous discussions,

understandings, and agreements, whether written or oral, relating to their subject matter.

18. Severability

If any provision of these Terms is held to be invalid, unlawful, or unenforceable by a court or arbitrator of

competent jurisdiction, that provision will be modified to the minimum extent necessary to make it

enforceable or, if it cannot be so modified, severed from these Terms, and the remaining provisions will

remain in full force and effect.

Visionary Talent Clique Client Terms

and Conditions

Last Updated: July 22, 2026

1. Acceptance of Terms; Authority

These Terms and Conditions (“Terms”) are a binding agreement between Visionary Talent, LLC a Utah

limited liability company (“Visionary Talent,” “we,” “us”), and the company or organization accessing or

using the Clique platform (the “Platform”) (“Client,” “you”). By registering an account or using the

Platform, you accept these Terms. The individual accepting represents that they have authority to bind the

Client. If you do not agree, do not use the Platform. The Platform is owned and operated by Visionary

Talent.

2. Definitions

• “Candidate” means an individual whose profile appears on or is submitted through the Platform.

• “Introduction” means the first disclosure of a Candidate’s identity or profile to Client through the

Platform, or any Platform-facilitated contact between Client and a Candidate.

• “Placement” means a Candidate’s acceptance and commencement of employment or engagement

with Client (or any affiliate of Client) following an Introduction.

• “Placement Fee” means the fee payable by Client to Visionary Talent for a Placement (currently

$5,000). Visionary Talent reserves the right to change the amount of the Placement Fee at its sole

discretion; changes apply prospectively only and do not apply to Candidates already introduced to

Client at the time of the change.

• “Guarantee Period” means the 30-day period beginning on the Candidate’s start date.

3. Subscription and Services

For a subscription fee of $100 per month, Client receives: (a) up to five (5) Candidate interviews per

month; (b) access to vetted Candidate profiles; and (c) access to Visionary Talent’s market research and

compensation-range data for the United States. Unused interviews do not roll over to subsequent months.

The subscription renews automatically each month until cancelled; Client may cancel effective as of the

next renewal date by notice through the Platform or to team@theclique.co. Subscription fees are non-

refundable. Visionary Talent may modify subscription pricing on thirty (30) days’ notice, effective at the

next renewal.

4. Placement Fee

Client will pay Visionary Talent the Placement Fee for each Placement, payable as follows:

• $1,000 deposit, due on the Candidate’s start date (the “Deposit”). The Deposit is non-refundable

but is applied as provided in Section 5;

• $4,000 balance, due on day 30 following the Candidate’s start date, unless the guarantee in

Section 5 has been triggered.

Client is responsible for accurately and promptly reporting each Candidate’s acceptance and start date to

Visionary Talent. Failure to report a Placement, or misreporting a start date, is a material breach.

Visionary Talent may charge the payment method on file on the applicable due dates.

5. 30-Day Guarantee and Replacement

If a Candidate’s employment or engagement ends for any reason within the Guarantee Period, and Client

notifies Visionary Talent within seventy-two (72) hours of the departure or by 5:00 p.m. Mountain Time

on day 30, whichever comes first, then: (a) the $4,000 balance of the Placement Fee is waived; (b) Client

receives free access to the Platform for sixty (60) days to identify a replacement Candidate; and (c) the

non-refundable Deposit already paid is applied as the Deposit for the replacement hire. Timely notice as

described above is a condition of the guarantee. The guarantee does not apply if the departure results from

Client’s elimination of the position, material change to the role, reduction in force, or unlawful or

improper conduct by Client.

6. Late Payment; Suspension

Any amount not paid within five (5) days of its due date will incur a one-time late charge of ten percent

(10%) of the overdue amount, and thereafter the overdue balance will accrue interest at 1.5% per month

(18% per annum) or the maximum rate permitted by law, whichever is less. Visionary Talent may

suspend Platform access for any account with amounts more than fifteen (15) days past due. Client is

responsible for Visionary Talent’s reasonable costs of collection, including attorneys’ fees.

7. Off-Platform Engagement; Non-Circumvention; Liquidated

Damages

The Platform and its Candidate network are the proprietary work product of Visionary Talent, and

Introductions have independent commercial value. Client agrees that, during the term of these Terms and

for twelve (12) months after each Introduction, Client will not (directly, or indirectly through any affiliate,

agent, or third party) solicit, engage, interview, contract with, or hire any Candidate first identified

through an Introduction other than through the Platform, without paying the Placement Fee.

If Client engages or hires such a Candidate off-Platform, Client agrees to pay Visionary Talent, as

liquidated damages and not as a penalty, the greater of $10,000 or two (2) times the then-current

Placement Fee, per Candidate, due within ten (10) days of the engagement. The parties acknowledge that

Visionary Talent’s actual damages from circumvention, including lost fees, erosion of its proprietary

network, and loss of goodwill, are difficult to quantify, and agree this amount is a reasonable, good-faith

estimate of probable loss. Visionary Talent reserves the right to liquidated damages as a remedy and the

right to any injunctive relief permissible by law and to terminate Client’s account on the Platform. Client

will promptly disclose to Visionary Talent any hire of a Candidate introduced through the Platform.

8. Candidate Data and Privacy

Client will handle all Candidate information in compliance with applicable privacy and data-protection

laws (including, where applicable, the GDPR, CCPA, and state equivalents), will use it solely to evaluate

Candidates for employment, will restrict access to personnel involved in hiring, and will not sell, disclose,

or use Candidate information for any other purpose. Upon a Candidate’s withdrawal from the Platform or

Visionary Talent’s request, Client will delete Candidate information not reasonably required for legal

compliance or documentation of its hiring process.

9. Hiring Decisions; Compliance

Client is solely responsible for interviews, screening, background checks, reference checks, employment

offers, and hiring decisions, and for compliance with all applicable employment laws, including equal-

opportunity, anti-discrimination, immigration, and wage laws. Visionary Talent vets Candidates for

general suitability but makes no representation regarding any Candidate’s qualifications, background,

work authorization, or fitness for any role. Visionary Talent is not the employer of any Candidate and is

not a party to any employment relationship between Client and a Candidate.

10. Intellectual Property; Confidentiality

The Platform, its Candidate database, compensation data, market research, software, and all related

intellectual property are owned by Visionary Talent. Client receives only a limited, revocable, non-

exclusive, non-transferable license to access the Platform for its internal hiring purposes. Client will not

copy, scrape, export, disclose, or commercially exploit Platform data, and will keep Candidate

information, compensation data, and Visionary Talent’s non-public business information confidential.

These obligations survive termination of these Terms.

11. Disclaimers; Limitation of Liability

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” VISIONARY TALENT

DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY

AND FITNESS FOR A PARTICULAR PURPOSE. Visionary Talent does not guarantee the accuracy or

completeness of Candidate information or the outcome of any hire. TO THE MAXIMUM EXTENT

PERMITTED BY LAW, VISIONARY TALENT WILL NOT BE LIABLE FOR INDIRECT,

INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS,

AND VISIONARY TALENT’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE FEES

PAID BY CLIENT TO VISIONARY TALENT IN THE TWELVE (12) MONTHS PRECEDING THE

CLAIM. Nothing in these Terms limits liability that cannot be limited under applicable law.

12. Indemnification

Client will indemnify, defend, and hold harmless Visionary Talent and its officers, members, employees,

and affiliates from and against any claims, damages, losses, fines, and expenses (including reasonable

attorneys’ fees) arising out of (a) Client’s breach of these Terms, (b) Client’s hiring decisions,

employment practices, or treatment of any Candidate, (c) Client’s use or disclosure of Candidate

information, or (d) Client’s violation of applicable law.

13. Term; Termination; Survival

These Terms apply for as long as Client maintains an account. Visionary Talent may suspend or terminate

access immediately for material breach, including off-Platform engagement, non-payment, or misuse of

Candidate data, and otherwise on ten (10) days’ notice. Client may close its account effective at the end of

the current subscription period. Termination does not relieve Client of payment obligations accrued

before termination, and Sections 4 through 8, 10 through 12, and 14 through 18 survive termination.

14. Dispute Resolution; Arbitration; Class Waiver

These Terms are governed by the laws of the State of Utah, without regard to conflict-of-law principles.

Except for claims for injunctive or equitable relief (including enforcement of Sections 7 and 10) and

actions to collect undisputed fees, any dispute arising out of or relating to these Terms or the Platform

shall be resolved exclusively by binding arbitration administered by the American Arbitration Association

under its Commercial Arbitration Rules, before a single arbitrator, seated in Salt Lake County, Utah.

Judgment on the award may be entered in any court of competent jurisdiction. CLIENT AND

VISIONARY TALENT EACH WAIVE ANY RIGHT TO A JURY TRIAL AND ALSO WAIVE ANY

RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. If the

class waiver is found unenforceable as to a claim, that claim shall proceed in the state or federal courts

located in Salt Lake County, Utah.

15. Modifications

Visionary Talent may update these Terms from time to time. Material changes will be communicated by

email or through the Platform at least fifteen (15) days before they take effect. Continued use of the

Platform after the effective date constitutes acceptance; changes apply prospectively only and do not

apply to Placements already in progress.

16. General

Client may not assign these Terms without Visionary Talent’s written consent; Visionary Talent may

assign them in connection with a merger, acquisition, or sale of assets. Failure to enforce a provision is

not a waiver. Notices to Visionary Talent must be sent to team@theclique.co; notices to Client will be

sent to the account email address. Neither party is liable for delay caused by events beyond its reasonable

control.

17. Entire Agreement

These Terms, together with any order form or policies referenced in them, constitute the entire agreement

between Client and Visionary Talent regarding the Platform and supersede all prior or contemporaneous

discussions, understandings, and agreements, whether written or oral, relating to their subject matter.

18. Severability

If any provision of these Terms is held to be invalid, unlawful, or unenforceable by a court or arbitrator of

competent jurisdiction, that provision will be modified to the minimum extent necessary to make it

enforceable or, if it cannot be so modified, severed from these Terms, and the remaining provisions will

remain in full force and effect.