Terms of Services

1. Who We Are and What These Terms Cover

Talent Passage is a trade name of FIKA LLC, a New York limited liability company ("Talent Passage," "we," "us," or "our"). Our principal place of business is 805 Lea Avenue, Nashville, Tennessee 37203, United States. Our mailing address for all formal notices is PO Box 94, Coopers Plains, New York 14827, United States.

These Terms of Service ("Terms") govern your access to and use of www.talentpassage.com (the "Site") and the talent sourcing, engagement, and management services we provide (the "Services").

By accessing the Site, requesting a quote, booking a call, or engaging our Services, you agree to these Terms. If you do not agree, do not use the Site or the Services.

These Terms are for businesses. The Services are offered solely to companies and other business entities for business purposes. They are not offered to consumers. By agreeing to these Terms, you represent that you are at least 18 years old, that you are acting on behalf of a business, and that you have authority to bind that business to these Terms.

2. Definitions

"Client" or "you" means the business entity engaging our Services.

"Talent" means an individual sourced, vetted, and engaged by us and made available to perform services for a Client.

"Placement" means the assignment of a specific Talent to a specific Client.

"Service Month" means a one-month period of a Placement, beginning on the Placement start date and recurring monthly on that same calendar date.

"Fees" means the amounts payable by a Client for a Placement, as quoted and agreed.

"Services Agreement" means a separate written agreement executed between FIKA LLC and a Client covering a Placement or engagement.

3. Order of Precedence

Where a Client and FIKA LLC have executed a Services Agreement, that Services Agreement governs in the event of a direct conflict with these Terms.

These Terms remain in full force as to any matter the Services Agreement does not expressly address. The absence of a provision in a Services Agreement is not a waiver of the corresponding provision of these Terms, and shall not be construed as such. Together, the Services Agreement and these Terms form the complete agreement between the parties.

4. Relationship of the Parties

This section is fundamental to the arrangement between us and should be read carefully.

4.1 Talent are independent contractors. All Talent are engaged by FIKA LLC as independent contractors under written agreement. Talent are not employees of FIKA LLC, and Talent are not employees of the Client.

4.2 No employment relationship with Client. Nothing in these Terms, in any Services Agreement, or in the course of a Placement creates an employment relationship between a Client and any Talent. No Talent is entitled to wages, salary, benefits, insurance, paid leave, severance, retirement contributions, or any other employment entitlement from the Client.

4.3 Client directs the work. The Client directs the day-to-day work of the Talent, including assignments, priorities, deadlines, working hours, tools, systems, and standards of output. The Client determines what work is performed and how it is evaluated.

4.4 We manage the engagement layer. We are responsible for sourcing, vetting, contracting with, onboarding, and paying Talent, and for the administrative aspects of the engagement. We are not responsible for the Client's management of the Talent's work.

4.5 No agency, partnership, or joint venture. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or fiduciary relationship between FIKA LLC and the Client. Neither party may bind the other.

4.6 No joint employment. The parties do not intend, and expressly disclaim, any joint employer relationship. Should any tribunal, agency, or authority in any jurisdiction find that an employment or joint employment relationship exists as a result of the manner in which the Client directs, supervises, integrates, or controls the Talent, the Client's indemnification obligations under Section 15 apply.

4.7 Client acknowledgment. The Client acknowledges that worker classification is determined by the facts of the working relationship and not solely by contract labels, and that the Client's own conduct materially affects that analysis. The Client agrees not to exercise control over Talent in a manner inconsistent with an independent contractor relationship, and to comply with all applicable laws governing its engagement of contract personnel.

5. The Services

5.1 What we provide. We source and skill-vet candidates, present a shortlist, contract with the selected Talent, handle onboarding, pay the Talent, administer the engagement, and provide replacement support as described in Section 8.

5.2 What we do not provide. We do not provide legal, tax, immigration, accounting, or human resources advice to Clients. We do not manage or supervise the Talent's day-to-day work. We do not guarantee any particular business result, revenue outcome, quality of output, or level of Talent performance.

5.3 Timelines. We use commercially reasonable efforts to source and present candidates promptly. Any timeframes we communicate — including on the Site, in proposals, or in conversation — are good-faith estimates based on typical engagements. They are not contractual commitments, guarantees, or service level agreements.

5.4 Statements on the Site. Statistics, cost comparisons, timelines, testimonials, and similar figures appearing on the Site are illustrative and describe typical or past results. They do not constitute a warranty or a promise of the results any particular Client will achieve.

5.5 Changes to the Services. We may modify, improve, or discontinue aspects of the Services. Where a change materially affects an active Placement, we will give the Client reasonable advance notice.

6. Fees and Payment

6.1 Pricing. Fees begin at $1,499 per month per Talent and vary by role, seniority, skill set, and region. The applicable Fee for each Placement is set out in the quote or Services Agreement for that Placement.

6.2 Payment in advance. All Fees are payable in advance.

• The first invoice must be paid in full before the Talent's start date. No Talent will begin work until the first invoice has cleared.
• Thereafter, invoices are issued for each Service Month and are due on the same calendar date each month, in advance of that Service Month.

6.3 No setup or placement fees. We do not charge separate sourcing, setup, or placement fees. The monthly Fee is inclusive of the services described in Section 5.1.

6.4 Fee changes. We may adjust Fees for future Service Months on at least thirty (30) days' written notice. If a Client does not accept an adjustment, the Client may cancel under Section 7 before the adjustment takes effect.

6.5 Taxes. Fees are exclusive of any sales, use, VAT, GST, withholding, or similar taxes. The Client is responsible for all such taxes other than taxes on our net income. If the Client is required to withhold any amount, the Client shall gross up the payment so that we receive the full invoiced amount.

6.6 Payment costs. The Client bears all bank charges, wire fees, card processing fees, and currency conversion costs associated with its payments.

6.7 Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the due date until paid.

6.8 Non-payment. If an invoice is not paid when due, we may, after providing five (5) business days' written notice and an opportunity to cure:

• suspend the Placement and instruct the Talent to stop work;
• withdraw the Talent from the Client entirely; and/or
• terminate the engagement.

We are under no obligation to hold, reserve, or continue paying any Talent for a Client whose account is past due, and we may reassign that Talent. Suspension does not relieve the Client of accrued payment obligations.

6.9 Disputed invoices. The Client must notify us of any good-faith invoice dispute within ten (10) days of the invoice date, with reasonable detail. Undisputed amounts remain payable on time.

6.10 Chargebacks. Initiating a chargeback or payment reversal for services rendered, in place of following the dispute process in Section 6.9, is a material breach. The Client remains liable for the disputed amount plus any associated fees and our reasonable costs of recovery.

7. Cancellation and Termination

7.1 Client cancellation. Engagements are month-to-month with no minimum term. The Client may cancel a Placement at any time by written notice to support@talentpassage.com. Cancellation is effective on receipt.

7.2 Refund on cancellation. Where a Client cancels mid-Service-Month, we will refund the unused portion of that Service Month's Fee, prorated on a daily basis. Fees for completed Service Months are not refundable.

7.3 Our right to terminate. We may terminate any Placement or engagement at any time, for any reason or no reason, on written notice. Where we terminate mid-Service-Month other than for Client breach, we will refund the unused portion of that Service Month's Fee, prorated on a daily basis. This is our entire obligation on such a termination.

7.4 Termination for cause. Either party may terminate immediately if the other materially breaches these Terms and fails to cure within ten (10) days of written notice. We may terminate immediately and without cure period where the Client breaches Section 9 (No Direct Engagement), Section 12 (Client Obligations and Compliance), or fails to pay.

7.5 Effect of termination. On termination, the Client's right to the Talent's services ends immediately. Sections 4, 9, 10, 11, 13, 14, 15, 16, and 18 survive termination, together with any accrued payment obligations.

8. Replacement Support

8.1 The commitment. If a Client is not satisfied with a Talent's fit, we will replace that Talent. There is no limit on the number of replacements and no time window within which a request must be made.

8.2 How it works. On a replacement request, we will use commercially reasonable efforts to source, vet, and present replacement candidates promptly. We do not guarantee a specific replacement timeframe. The outgoing Talent may be withdrawn immediately or on transition, at our discretion in consultation with the Client.

8.3 Fees during replacement. The monthly Fee continues to apply during a replacement period, as the Placement remains active. Where a gap between Talent exceeds a full Service Month, we will discuss an equitable adjustment in good faith.

8.4 Limitations. Replacement support does not apply where:

• the Client's account is past due or any invoice is unpaid;
• the request is in substance a request to change the role, scope, seniority, skill set, region, or hours of the Placement, rather than to replace an unsuitable individual (such changes are handled as a re-quote);
• the fit issue arises from the Client's own conduct, including failure to provide direction, access, tools, or information, failure to respond to the Talent, or conduct in breach of Section 12; or
• the Client is using the replacement process in a manner that is abusive, in bad faith, or intended to obtain services without paying for them.

8.5 Sole remedy. Replacement, or cancellation under Section 7, is the Client's sole and exclusive remedy for dissatisfaction with a Talent's fit, suitability, or performance.

9. No Direct Engagement of Talent

This section protects the investment we make in sourcing, vetting, and engaging Talent. It is a material term, and we price the Services in reliance on it.

9.1 Restriction. During any Placement, and for twelve (12) months after the end of the Placement or of the Client's last engagement with us (whichever is later), the Client shall not, directly or indirectly:

• employ, engage, contract with, or retain any Talent placed with the Client;
• employ, engage, contract with, or retain any candidate presented, shortlisted, or introduced to the Client by us, whether or not that candidate was selected; or
• solicit, induce, or encourage any Talent or candidate to terminate or reduce their engagement with us.

9.2 Anti-circumvention. Section 9.1 applies regardless of the mechanism used, including engagement through a parent, subsidiary, affiliate, portfolio company, successor, agency, employer of record, contractor-of-record, staffing intermediary, freelance platform, professional services firm, family member, or any other third party, and regardless of whether the arrangement is structured as employment, contracting, consulting, advisory, equity, or any other form. It also applies where the Talent or candidate initiates the contact.

9.3 Conversion Fee. If the Client breaches Section 9.1, the Client shall pay a conversion fee equal to twelve (12) times the then-current monthly Fee for that Talent, or, where the individual was a presented candidate rather than a placed Talent, twelve (12) times the monthly Fee quoted or that would have applied for that candidate.

The parties acknowledge that: our actual damages from a breach of this Section would be difficult to calculate precisely; the Conversion Fee is a reasonable pre-estimate of those damages, reflecting our sourcing and vetting costs, onboarding investment, replacement cost, and lost margin over a realistic engagement horizon; and the Conversion Fee is not a penalty. The Conversion Fee is due within fifteen (15) days of written demand.

9.4 Reduction rather than invalidation. If a court or tribunal determines that the Conversion Fee as stated is unenforceable, the parties intend that it be reduced to twelve (12) times the monthly Fee less any amount necessary to render it enforceable, failing which to six (6) times the monthly Fee, failing which to our actual damages, rather than being struck in its entirety. The same principle applies to the duration and scope of Section 9.1, which shall be reduced to the maximum enforceable extent rather than invalidated.

9.5 Injunctive relief. The Client acknowledges that a breach of this Section would cause irreparable harm for which damages alone are inadequate. We are entitled to seek injunctive relief and specific performance without posting bond, in addition to any other remedy.

9.6 Legitimate conversion. Nothing in this Section prevents a Client from engaging a Talent directly with our prior written consent and on terms agreed with us.

9.7 Costs of enforcement. In any proceeding to enforce this Section, the prevailing party is entitled to recover its reasonable attorneys' fees, expert fees, and costs.

10. Intellectual Property in Work Product

10.1 Assignment to Client. We obtain from each Talent a written agreement assigning to the Client the intellectual property rights in work product the Talent creates specifically for that Client in the course of the Placement, and containing a waiver of moral rights to the fullest extent permitted by the law of the Talent's jurisdiction.

10.2 Scope of our warranty. We warrant that we have obtained such a written assignment in favor of the Client. We do not warrant that every right is capable of assignment under the law of every jurisdiction in which Talent are engaged. The Client acknowledges that certain jurisdictions recognize moral or personal rights that cannot be fully assigned and can only be waived to the extent local law permits, and that our obligation is limited to obtaining the assignment and waiver described in Section 10.1.

10.3 Pre-existing and third-party materials. Work product may incorporate open-source components, third-party materials, or the Talent's pre-existing general skills, know-how, methods, and reusable non-client-specific tools. Those are not assigned. The Client is responsible for reviewing and accepting any third-party or open-source licensing in work product it directs.

10.4 Client materials. The Client retains all rights in materials, data, systems, brand assets, and confidential information it provides. The Client grants us and the Talent a limited licence to use those materials solely to perform the Placement.

10.5 Our materials. We retain all rights in the Talent Passage and FIKA LLC names, logos, the Site, and our own processes, templates, candidate database, methodologies, and materials. Nothing transfers any of these to the Client.

10.6 Condition. Any assignment under this Section is conditional on payment in full of all Fees due.

11. Confidentiality

11.1 Mutual obligation. Each party may receive confidential information from the other. Each party shall protect the other's confidential information with at least reasonable care, use it only for purposes of the engagement, and not disclose it to third parties except to personnel and advisers who need it and are bound by comparable obligations.

11.2 Talent. Talent are bound by written confidentiality obligations. The Client may also enter into its own confidentiality agreement directly with a Talent, and we will facilitate this on request.

11.3 Exclusions. Confidential information does not include information that is or becomes public without breach, was already lawfully known to the recipient, is independently developed without use of the disclosing party's information, or is rightfully received from a third party without restriction.

11.4 Compelled disclosure. A party may disclose confidential information where required by law, provided it gives prompt notice where legally permitted.

11.5 Duration. These obligations survive for three (3) years after termination, and indefinitely for trade secrets and personal data.

12. Client Obligations and Compliance

The Client shall:

12.1 Direct work lawfully. Assign only lawful work, and comply with all laws applicable to its engagement and direction of contract personnel, including in the Talent's jurisdiction.

12.2 Not discriminate. Not specify, request, or apply selection, retention, replacement, or treatment criteria based on race, colour, religion, sex, gender identity, sexual orientation, pregnancy, national origin, ethnicity, age, disability, marital status, veteran status, or any other characteristic protected under applicable law. We may refuse or terminate any engagement where such criteria are requested.

12.3 Treat Talent appropriately. Not subject Talent to harassment, abuse, intimidation, retaliation, or unsafe working conditions, and promptly notify us of any complaint or incident involving a Talent.

12.4 Not require unlawful or unsafe work. Not direct Talent to perform work that is illegal, fraudulent, deceptive, or in breach of a third party's rights.

12.5 Comply with sanctions and export controls. Comply with all applicable sanctions, export control, and anti-corruption laws, including those administered by the U.S. Office of Foreign Assets Control. The Client represents that it is not, and is not owned or controlled by, a sanctioned party, and shall not direct Talent to provide services to or for the benefit of any sanctioned party or embargoed jurisdiction.

12.6 Provide what the Talent needs. Provide reasonable direction, access, systems, tools, and information required for the Talent to perform, and reasonable notice of changes to requirements.

12.7 Handle personal data lawfully. Comply with applicable data protection law in respect of any personal data of Talent or candidates it receives, and use candidate information solely to evaluate candidates for the Placement. Candidate profiles and information we share are confidential and may not be retained, circulated, or used for any other purpose.

12.8 Not misuse the relationship. Not use the Services to build a competing sourcing, staffing, or outsourcing operation, and not benchmark, scrape, reverse-engineer, or resell the Services without our written consent.

13. Privacy and Data

Our handling of personal data is described in our Privacy Policy, which forms part of these Terms.

Where the Client receives personal data of Talent or candidates, the Client acts as an independent controller of that data and is responsible for its own compliance, including providing any required notices and maintaining an appropriate lawful basis for processing.

14. Disclaimers

14.1 No warranty of results. The Services and the Site are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade.

14.2 Talent conduct and performance. The Client acknowledges that Talent are independent contractors performing work under the Client's direction. We are not liable for the acts, omissions, errors, negligence, misconduct, delays, work quality, or performance of any Talent, or for any loss, damage, data breach, disclosure, or liability arising from work performed under the Client's direction. The Client is responsible for its own supervision, access controls, data security practices, quality review, and business continuity planning.

14.3 Vetting. Our vetting assesses skills and suitability. It is not a guarantee of a Talent's honesty, reliability, ongoing availability, or future performance, and does not constitute a background check unless expressly agreed in writing.

14.4 Site. We do not warrant that the Site will be uninterrupted, error-free, or free of harmful components.

15. Limitation of Liability

15.1 Exclusion of indirect damages. To the fullest extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business opportunity, lost or corrupted data, loss of goodwill, reputational harm, business interruption, or cost of substitute services, arising out of or relating to these Terms or the Services, whether in contract, tort, or otherwise, and whether or not the party was advised of the possibility.

15.2 Cap. To the fullest extent permitted by law, our total aggregate liability arising out of or relating to these Terms and the Services shall not exceed the total Fees actually paid by the Client to us in the three (3) months immediately preceding the event giving rise to the claim.

15.3 What the cap does not limit. Sections 15.1 and 15.2 do not limit:

• the Client's obligation to pay Fees, interest, taxes, or costs;
• the Client's obligations under Section 9, including the Conversion Fee;
• the Client's indemnification obligations under Section 16;
• either party's breach of Section 11 (Confidentiality); or
• any liability that cannot be excluded or limited under applicable law, including liability for gross negligence, willful misconduct, or fraud.

15.4 Reduction rather than invalidation. If any limitation in this Section is found unenforceable, it shall be reduced to the minimum extent necessary to make it enforceable rather than struck in its entirety, and the remaining limitations continue in force.

15.5 Basis of the bargain. The Client acknowledges that the Fees reflect this allocation of risk and that we would not provide the Services on these commercial terms without it.

16. Indemnification

The Client shall defend, indemnify, and hold harmless FIKA LLC, its members, officers, employees, and agents from and against any claim, demand, proceeding, liability, damage, fine, penalty, back-payment, tax assessment, settlement, and reasonable legal cost arising out of or relating to:

• the Client's direction, supervision, integration, or control of any Talent, including any claim that an employment or joint employment relationship exists as a result;
• any claim by a Talent or authority for wages, overtime, benefits, leave, severance, statutory entitlements, or employment protections asserted against us as a result of the Client's conduct;
• the Client's breach of Section 9 or Section 12;
• work directed by the Client that is unlawful, infringing, or in breach of a third party's rights;
• materials, data, systems, or instructions the Client supplies; or
• the Client's handling of personal data.

We will notify the Client of any claim, allow the Client to control the defence with counsel reasonably acceptable to us, and cooperate at the Client's expense. The Client may not settle any claim in a way that imposes obligations or admits fault on our part without our written consent. We may participate with our own counsel at our own expense.

17. Use of the Site

The Site and its content are owned by FIKA LLC and protected by intellectual property law. You may view and use the Site for legitimate business purposes.

You may not copy, reproduce, republish, scrape, data-mine, frame, or create derivative works from the Site; use it to develop a competing service; introduce malicious code; attempt to gain unauthorized access; or use it in violation of any law. We may suspend or block access for any misuse.

18. General

18.1 Changes to these Terms. We may update these Terms. The current version is always posted at this URL with the Last Updated date. Material changes affecting active Placements take effect thirty (30) days after we post them or notify you. Continued use of the Services after that constitutes acceptance. If you do not accept a change, your remedy is to cancel under Section 7.

18.2 Notices. Notices to us go to support@talentpassage.com. Notices to a Client go to the email address on the Client's account or in the Services Agreement. Email notice is effective on the business day after sending.

18.3 Assignment. The Client may not assign or transfer these Terms, or any Placement, without our written consent, including by merger, acquisition, or change of control. We may assign to an affiliate or in connection with a sale of the business. Any attempted assignment in breach is void.

18.4 Force majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including natural disaster, war, civil unrest, terrorism, epidemic, government action, sanctions, labour disruption, internet or telecommunications failure, or power outage. Payment obligations are not excused.

18.5 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder of these Terms continues in full force.

18.6 No waiver. A failure or delay in enforcing any provision is not a waiver of it or of any other provision. A waiver is effective only in writing.

18.7 Entire agreement. These Terms, together with any Services Agreement and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior discussions, proposals, marketing materials, and representations on their subject matter.

18.8 Electronic agreement. The parties consent to transacting electronically. Electronic signatures, including via DocuSign, and electronic records have the same legal effect as handwritten signatures and paper records.

18.9 Independent legal advice. Each party has had the opportunity to obtain independent legal advice. These Terms shall not be construed against the drafting party.

18.10 Third-party rights. Except as expressly stated, these Terms confer no rights on any third party.

18.11 Survival. Any provision that by its nature should survive termination does so.

19. Governing Law and Disputes

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of New York, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the state and federal courts located in Steuben County, New York, and waive any objection to venue or forum non conveniens.

Jury trial waiver. To the fullest extent permitted by law, each party knowingly and voluntarily waives any right to a trial by jury in any proceeding arising out of or relating to these Terms or the Services.

Time limit. Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the claim arises, or it is permanently barred, except where a longer period is required by law.

Attorneys' fees. In any proceeding arising out of these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

20. Contact

FIKA LLC (operating as Talent Passage)

• Principal place of business: 805 Lea Avenue, Nashville, Tennessee 37203, United States
• Mailing address for formal notices: PO Box 94, Coopers Plains, New York 14827, United States
• support@talentpassage.com