Legal.

1. Position & Scope

HireInfra maintains a zero-tolerance policy toward unsolicited bulk email that violates applicable law or the standards set out below. This policy governs:

• All outreach HireInfra sends under its own name — prospecting to niche-specialist staffing and recruitment agencies to sell the Bench Broadcast and the Placement Engine as services.
• All outreach HireInfra initiates, drafts, sends, or manages on behalf of a client, including outreach sent under the client's own brand, domain, and mailbox identity. This covers both the Bench Broadcast model (marketing a client agency's Most Placeable Candidates to hiring managers) and the Placement Engine (candidate sourcing and outreach conducted on the client's behalf to fill roles the client has won). This accounts for the majority of HireInfra's sending volume and is fully in scope.

Under the U.S. CAN-SPAM Act, liability attaches both to the business whose product or service is promoted and to whoever initiates the message. Engaging an agency to send on a business's behalf does not relieve either party of liability. HireInfra is an initiator on every client campaign it runs, regardless of whose brand appears in the message header, and this policy governs HireInfra's conduct on every email it causes to be sent — not only email bearing the HireInfra name.

Any contractor or subcontractor engaged by HireInfra is bound by this policy as a condition of performing that work.

2. Definitions

• Spam — Unsolicited bulk commercial email sent without a legitimate opt-out mechanism, sent to addresses obtained through harvesting, scraping, purchase, or rental, or sent in violation of applicable law.
• Commercial Email — Any electronic message whose primary purpose is the commercial advertisement or promotion of a product, service, or candidate/role opportunity, as defined under the U.S. CAN-SPAM Act (15 U.S.C. § 7701 et seq.). Whether a Bench Broadcast email — marketing a candidate to a hiring manager — meets CAN-SPAM's literal "product or service" language has not been definitively settled by courts or FTC guidance. This policy treats every Bench Broadcast email as commercial email and applies the full compliance standard set out below, regardless.
• Lawful Basis for Contact — This policy addresses lawful-basis requirements separately by jurisdiction, since CAN-SPAM, CASL, and GDPR/UK GDPR do not share a common legal standard for contacting a recipient:
  • United States (CAN-SPAM): No consent is required. CAN-SPAM is an opt-out regime — a first commercial email may be sent to a recipient with no prior relationship, provided every other requirement below is met (accurate headers, honest subject line, physical address, working opt-out, honored opt-out).
  • Canada (CASL): Implied consent only, on one of two bases — an existing business relationship, or a conspicuously published business email address where the message is relevant to the recipient's role. No blanket basis to contact Canadian recipients exists outside these two categories.
  • EU/UK (GDPR/UK GDPR): Legitimate interest under Article 6(1)(f) — a distinct legal basis from consent, requiring a documented balancing test weighing the sender's interest against the recipient's rights and reasonable expectations. In practice, HireInfra maintains documented, target-specific research for every prospective recipient prior to outreach, establishing the factual basis for why the interaction serves the legitimate interests of both parties. HireInfra does not currently conduct outreach to individuals or organizations in the UK, EU, or Canada; this section describes the standard HireInfra applies in the event that scope changes. This basis is not described as "consent" in any client-facing or public document.
• Masked / Secondary Domain — Any domain other than a business's primary live domain, used for prospect-facing sending as part of HireInfra's standard technical infrastructure. Every masked or secondary domain used by or for HireInfra — whether HireInfra's own or a client's — must meet the standards in Section 5.
• Client Campaign — Any outreach initiated, drafted, sent, or managed by HireInfra on behalf of a client, regardless of whose brand, domain, or mailbox identity carries it.
• Sender — HireInfra, the individual responsible for it (see Section 9), and any contractor or subcontractor sending on HireInfra's behalf, for both HireInfra's own outreach and every Client Campaign.

3. Prohibited Practices

Without exception, for both HireInfra's own outreach and every Client Campaign, the following are prohibited:

1. Purchased, rented, harvested, or scraped lists with no verifiable business-relevance basis. Sourcing hiring-manager or candidate contact data from public professional sources (e.g., LinkedIn, company websites) for a role-relevant purpose is permitted. Buying undifferentiated consumer or business email lists with no relevance filter is not.
2. Falsified or misleading headers. "From," "To," and "Reply-To" fields must accurately identify the sending domain and a real, monitored mailbox — whether a HireInfra mailbox or a client's mailbox on a Client Campaign.
3. Deceptive subject lines, including fake "Re:" threading, false urgency, or implying a prior conversation that did not occur.
4. Domains or mailboxes that do not meet the provisioning standards in Section 5.
5. Missing physical address. Every commercial email — HireInfra's own or a Client Campaign — must disclose a valid physical postal address for the operating business. A street address, a registered P.O. Box, or a private mailbox registered with a commercial mail-receiving agency all satisfy this requirement under FTC guidance.
6. No opt-out mechanism, or a broken one. Every commercial email must include a clear, functioning way to decline further contact.
7. Ignoring opt-outs. Opt-out and unsubscribe requests are honored permanently across all sending domains operated on behalf of the specific client engagement in which the request was received, and independently within HireInfra's own outreach infrastructure. Any recipient who reports a message as unwanted, rather than submitting a standard unsubscribe request, is added to a permanent suppression record scoped the same way. Suppression records are not shared across separate client engagements, consistent with HireInfra's data isolation practices between clients.
8. Compromised, relayed, or unauthorized sending infrastructure, including open relays, botnets, or infrastructure not owned or contractually controlled by HireInfra or the client.
9. Excessive volume to a single organization. Outbound email contact to any single target organization is capped at 5 emails within a rolling 7-day period, aggregated across all sending domains operated on behalf of a given client engagement, and independently within HireInfra's own outreach infrastructure. This cap is not aggregated across separate client engagements, consistent with HireInfra's data isolation practices between clients. Contact to a target organization stops immediately upon any reply, unsubscribe request, or hard bounce, regardless of the weekly cap.
10. Prohibited subject matter, including illegal goods or services, adult content, weapons, controlled substances, predatory lending, "get rich quick" schemes, or defamatory or harassing content.
11. Ignoring bounce and complaint signals, including continued sending to addresses generating repeated hard bounces, or disregarding spam-complaint feedback.

4. Standards for Permitted Outreach

HireInfra sends targeted, role-relevant B2B outreach — its own prospecting, and, more heavily, Client Campaigns marketing candidates to hiring managers. This is legal, targeted outreach, not spam, provided every message meets all of the following:

• CAN-SPAM compliance on every message: accurate headers, a non-deceptive subject line, a physical postal address, and a working opt-out. Opt-outs are honored within 24 hours, well inside the 10-business-day maximum required by statute.
• Authentication before any prospect-facing send. SPF, DKIM, and a published DMARC policy must be live and verified on every sending domain before that domain is used for prospect-facing email. See Section 5 for HireInfra's domain provisioning standards.
• List hygiene. Contact data is sourced from public professional information (LinkedIn, company websites, industry directories) or a client's own warranted data (Section 6), checked for validity before sending, with stale or unengaged contacts suppressed rather than re-mailed indefinitely.
• Complaint and bounce discipline. Spam-complaint rate and bounce rate are monitored per sending domain and per client engagement. Any domain showing abnormal complaint or bounce activity is automatically paused pending investigation. This applies to Client Campaign domains exactly as it applies to HireInfra's own.
• Canadian recipients: CASL implied-consent basis only (existing business relationship, or conspicuously published, role-relevant contact information), full sender identification, and an unsubscribe mechanism in every message.
• EU/UK recipients: Legitimate interest basis under GDPR/UK GDPR, limited to genuinely role-relevant business communications, with objection and opt-out requests honored immediately.

5. Domain & Mailbox Provisioning Standards

5.1 — Warmup and authentication. No domain is used for prospect-facing sending until it has completed a structured, authenticated warm-up period demonstrating consistent positive engagement and low bounce rates, and until SPF, DKIM, and DMARC have been live and verified for a sustained period. HireInfra enforces internal minimums for both requirements as a condition of any domain entering prospect-facing rotation.

5.2 — WHOIS privacy. Registrar-standard WHOIS privacy services may be used on any domain, and their use does not violate this policy. What is prohibited is falsifying WHOIS data outright, or using a privacy service specifically to obstruct a legitimate abuse investigation, subpoena, or opt-out fulfillment request.

5.3 — Every sending domain must resolve to something real. A parked or blank domain does not satisfy this policy. Every domain used for sending — HireInfra's own or a client's — must either host a live page identifying the operating business, or 301-redirect to one. Any masked or secondary domain HireInfra operates for its own prospecting redirects to this website (hireinfra.com), which identifies the operating business and hosts this policy. Client-branded masked domains must redirect to the client's live website or a client-approved landing page before the domain enters prospect-facing rotation.

5.4 — Workspace and domain isolation per client. No domain or mailbox pool is shared across two different clients' campaigns. A list-quality problem or complaint spike on one client's campaign must not be able to damage another client's sender reputation, or a domain HireInfra uses for its own prospecting.

6. Client Campaign Standards

For every Client Campaign:

• This entire policy applies in full — Sections 3, 4, and 5 — regardless of whether the client's name or HireInfra's name appears in the email. HireInfra is an independent initiator under CAN-SPAM on every Client Campaign and carries independent exposure regardless of branding.
• Client data warranty. Where a client supplies contact data (e.g., its own candidate network, referral sources, or prior applicant pool), the client warrants that it has a lawful basis to use that data for outreach. HireInfra may rely on that warranty but will spot-check list provenance before sending.
• Indemnification. If a client's data warranty proves false and creates blacklist exposure, a complaint investigation, or regulatory liability, remediation costs and any penalty exposure attributable to that client's data are the client's responsibility. This obligation is set out in the applicable Scope Agreement between HireInfra and the client.
• Basis for contact. Targeting hiring managers who are actively hiring for a specific, matching role, using publicly available professional contact information, is a well-supported basis for contact under CAN-SPAM and CASL's implied-consent doctrine. This basis does not remove the requirement for a physical address, a working opt-out, and prompt honoring of opt-out requests on every message.

7. Complaint Handling & Abuse Reporting

Report suspected violations to:

• abuse@hireinfra.com
• postmaster@hireinfra.com

These addresses, and the equivalent addresses at any masked or secondary domain HireInfra operates for sending, are actively monitored. Abuse reports are investigated and responded to within 2 business days. A substantiated complaint results in immediate suppression of the reporting recipient's address across all sending domains operated on behalf of the specific client engagement in which the complaint arose, consistent with the suppression scoping in Section 3.

8. Enforcement

HireInfra may immediately suspend or terminate sending on any domain, mailbox, or client engagement found in violation of this policy, without prior notice, independent of whether the underlying conduct would separately violate CAN-SPAM, CASL, GDPR, or another applicable law.

9. Sender Identification

• Legal name for purposes of this policy and required disclosures: Md Ayan Hussain
• Physical address for CAN-SPAM disclosure: Flat No. 706, Daffodil, Siddha Waterfront, Rahara, Titagarh, Kolkata, West Bengal, India — 700119

This section will be updated to reflect any change in the entity or individual responsible for the outreach this policy governs.

10. Changes to This Policy

This policy is reviewed whenever sending infrastructure, client engagement structure, or applicable law changes materially. The "Last Updated" date reflects the most recent substantive revision.

11. Contact

HireInfra
Md Ayan Hussain
Flat No. 706, Daffodil, Siddha Waterfront, Rahara, Titagarh, Kolkata, West Bengal, India — 700119
contact@hireinfra.com / hi@hireinfra.com

1. Data We Collect

We collect four categories of data in connection with our engagements and our website.

Agency Data. Information you provide to facilitate our engagement: contact details, billing information, and the operational metrics necessary to deliver our services (for example, bench size, average placement fee, and your stated client/candidate niche).

Candidate and Client Data. Information regarding your Most Placeable Candidates (MPCs) and your target hiring managers: resumes, professional profiles, contact information, and interview schedules. You are and remain the data controller for all candidate and client data you provide to us. We operate strictly as the data processor acting on your instruction.

This category includes two sub-types with different handling on engagement end: (a) Client-owned assets — targeting lists, outreach copy, and Bench Broadcast showcase materials created during the engagement — are your property under the Terms & Conditions and are returned to you on engagement completion, not destroyed; and (b) HireInfra-held data — MPC profiles, resumes, contact records, and operational data held in HireInfra's own systems — are destroyed upon engagement end, as described in Section 5.

Website & Waitlist Data. When you submit the waitlist / application form on hireinfra.com, we collect the information you enter: your name, work email, agency name, your client-and-candidate niche, your bench size, your average placement fee, and your stated bottleneck. This is transmitted through a serverless function and appended as a row to a private Google Sheet under our control. We also collect standard, cookieless web telemetry (see Section 4) and the information you submit when booking a call via Cal.com. Waitlist and booking data is used solely to review your application, communicate with you about it, and, if relevant, schedule and conduct an intake call.

2. How We Use Data

We use your data exclusively to operate our website and execute our services:

• To review waitlist applications and communicate with applicants.
• To build Bench Broadcast showcase profiles and conduct targeted outreach to hiring managers.
• To score candidate pools against your active requirements under the Placement Engine.
• To communicate with you regarding your engagement.
• To verify and audit placement attributions where the Terms & Conditions grant us that right (for example, to calculate revenue share).

We do not sell your data. We do not use your candidate data to enrich a centralised database shared across clients. We do not market to your candidates or clients for our own purposes. We do not use data from one client engagement to benefit any other client.

3. Strict Data Isolation

We enforce strict technical isolation between clients. Client data is partitioned at the infrastructure level: separate browser profiles, separate tooling accounts, separate AI context windows, and separate sending domains and mailbox pools. Your candidate pipelines, targeting lists, and client relationships are never accessible to, commingled with, or visible to any other HireInfra client, whether accidentally or by design.

This isolation is a structural constraint built into our delivery infrastructure. It is not dependent solely on human adherence to a policy.

4. Third-Party Infrastructure

To operate our website and deliver our services, we route data through third-party providers. Current active processors include:

• Netlify — website hosting and the serverless function that receives waitlist submissions.
• Google (Google Sheets / Google Cloud) — storage of waitlist submissions in a private spreadsheet.
• Cloudflare — Turnstile bot-verification on the waitlist form, and cookieless, privacy-preserving Web Analytics. Cloudflare Web Analytics does not use cookies and does not expose raw per-visitor IP addresses to us.
• Cal.com — booking and management of intake calls.
• AI Providers [the list is updated as per current industry trends and best practices] — candidate scoring and content generation.
• Apollo — contact data and outreach.
• LinkedIn — outreach and candidate research.

These providers process data strictly to execute the functions we direct. They are not permitted to use your data for their own model training or independent marketing under our usage agreements with them.

We will notify you in writing if we add a material new third-party processor to your active engagement. A full list of current processors is available on written request at any time.

5. Retention, Return, and Deletion

We retain your data for the duration of our active engagement. What happens at engagement end depends on the data type.

Client-owned assets (returned, not deleted). Targeting lists, outreach copy, and Bench Broadcast showcase materials are your property and are transferred to you on engagement completion or on the terms set out in the Terms & Conditions for early termination. These are not destroyed; they are handed over.

HireInfra-held data (destroyed). MPC profiles, resumes, contact records, interview schedules, and operational data held within HireInfra's own systems are destroyed from our active systems within 30 days of the later of: (a) the engagement termination date, or (b) receipt of a written deletion request from you. Backups containing your data are purged within a further 30 days following the active system deletion.

Survival of revenue-share records. We retain only the minimum placement-attribution records necessary to verify revenue-share obligations for the 6-month post-termination period during which the revenue share survives under the Terms & Conditions. These records are destroyed immediately upon expiry of that period.

Waitlist data. Waitlist submissions from applicants who do not become clients are retained only as long as reasonably necessary to evaluate and follow up on the application, and are deleted on request at any time (see Section 6).

Verification. We will provide written confirmation of deletion completion within 5 business days of the deletion being carried out. If you require third-party or audited verification of deletion, contact us; this can be arranged and the reasonable cost of doing so will be agreed in advance.

6. Your Rights

You have the right to request access to, correction of, or deletion of personal data we hold about you or your candidates at any time. Requests are processed within 30 days of receipt. Where we are acting as data processor under your instruction as data controller, certain requests — particularly deletion of candidate data — require your written authorisation as data controller before we act, to ensure we are acting consistently with your own obligations to those individuals.

7. Data Security

We apply access controls, per-client isolation, and reputable third-party infrastructure to protect your data. No method of transmission or storage is perfectly secure; where a data breach materially affecting your data occurs, we will notify you without undue delay and cooperate in good faith on remediation.

8. Contact

To request data access, correction, deletion, or third-party deletion verification, or to ask questions about this policy, contact the responsible party:

Md Ayan Hussain, operating as HireInfra
Flat No. 706, Daffodil, Siddha Waterfront, Rahara, Titagarh, Kolkata, West Bengal, India — 700119
hi@hireinfra.com / contact@hireinfra.com

1. Definitions

The following terms have the meanings given below wherever they appear in this agreement.

"Bench Broadcast" means the service in which HireInfra builds showcase profiles for the agreed MPC Cohort and conducts targeted outreach to Hiring Managers with the objective of securing First-Round Interviews on the Client's behalf.

"Placement Engine" means the service in which HireInfra sources and scores candidate pools against a role the Client is working, and delivers a scored shortlist, on the terms set out in the Scope Agreement.

"First-Round Interview" means a meeting that has taken place (not merely been scheduled or confirmed) between a named MPC and a Hiring Manager, where: (a) the meeting was initiated by HireInfra's outreach under the Bench Broadcast; (b) it was confirmed in advance by calendar invitation sent to both parties; (c) it concerns the specific MPC as named in the Scope Agreement; and (d) it has occurred within the guarantee window or any valid extension of it. A rescheduled meeting that takes place within the guarantee window counts once. A meeting cancelled by either party and not rescheduled within the window does not count. Meetings arising from the Client's pre-existing relationships or the Client's independent outreach do not count toward the guarantee.

"Hiring Manager" means any individual representing the hiring organisation who is formally involved in the candidate evaluation process, including talent acquisition professionals, HR business partners, department heads, and any person with authority to advance or reject a candidate's application on behalf of that organisation.

"MPC" / "Most Placeable Candidate" means a candidate on the Client's bench put forward for marketing under the Bench Broadcast. "MPC Cohort" means the specific candidates agreed in writing at intake and confirmed in the Scope Agreement. The MPC Cohort is fixed at intake and may not be modified without HireInfra's prior written consent.

"Placement" means a hire that results, directly or indirectly, from a candidate or Hiring Manager introduced through HireInfra's services, for which the Client earns a placement fee.

"Revenue Share" means HireInfra's agreed percentage of the placement fee on a Placement HireInfra sources, as specified in Section 7 and the Scope Agreement.

"Scope Agreement" means the written engagement document countersigned by both parties, specifying the applicable offer tier, fee structure, MPC Cohort, platform access requirements, monthly interview cap, and any engagement-specific terms. Where no Scope Agreement exists, these Terms apply in full.

"Bench Broadcast Live Date" means the date on which the first outreach message is sent to a Hiring Manager under the Bench Broadcast, as confirmed in writing by HireInfra to the Client. The guarantee window begins on this date.

"Non-Cooperation" means any of the following acts or omissions by the Client: (i) failure to provide required MPC profiles and supporting materials within 5 business days of written request; (ii) failure to provide required platform access credentials within 5 business days of the commencement date; (iii) failure to respond to HireInfra communications requiring a decision or approval within 48 hours, occurring on 5 or more separate occasions within any 15-consecutive-business-day period; (iv) restriction or revocation of platform access without providing a replacement of equivalent capability within 2 business days; (v) substitution or withdrawal of any MPC from the agreed Cohort without HireInfra's prior written consent; or (vi) deliberate withholding of information material to the delivery of the services.

"Material Breach" means: (i) non-payment of any invoiced amount more than 14 days beyond the payment due date specified in the Scope Agreement; (ii) Non-Cooperation persisting for more than 10 consecutive business days after HireInfra has issued a written Non-Cooperation notice; (iii) use of HireInfra's methodology, targeting lists, outreach copy, or scoring frameworks to provide or replicate HireInfra's services for commercial purposes without prior written consent; (iv) breach of the confidentiality obligations in Section 6; or (v) fraud, wilful misrepresentation, or intentional provision of false information in connection with the engagement.

2. The Engagement

HireInfra provides recruitment acceleration infrastructure — collectively, "The Hunt Protocol." The engagement is specified in the Scope Agreement.

Bench Broadcast. HireInfra builds showcase profiles for the agreed MPC Cohort, identifies Hiring Managers with active open requirements matching those profiles, and conducts targeted outreach with the objective of securing First-Round Interviews on the Client's behalf.

Placement Engine. Where included in the Scope Agreement, HireInfra sources and scores candidate pools against the Client's live requirements and delivers a scored shortlist within the timeframe set out in the Scope Agreement.

Monthly interview cap. To ensure the Client can convert the interviews generated, the parties agree in the Scope Agreement a maximum number of First-Round Interviews HireInfra will book for the Client per month. HireInfra paces outreach to that ceiling. Where a cap is in effect, the guarantee in Section 3 is assessed consistently with that agreed pace.

3. The Guarantee

HireInfra guarantees 5 qualifying First-Round Interviews within 30 days of the Bench Broadcast Live Date. If HireInfra does not deliver 5 qualifying First-Round Interviews within that initial 30-day window, it will continue working at no additional cost until 5 qualifying First-Round Interviews have been delivered. This continued-work obligation is HireInfra's primary remedy for non-delivery and has no fixed end date, subject only to the refund fallback below and the void conditions in this Section. This supersedes any representation to the contrary in HireInfra's marketing materials or website copy.

Refund fallback (available only after day 90). If, by the 90th day after the Bench Broadcast Live Date, 5 qualifying First-Round Interviews have still not been delivered — and the guarantee has not been voided by the Client's failure to meet its obligations — HireInfra may, at its sole election, discharge the guarantee by refunding any setup fee paid for that engagement in full, in lieu of continuing to work. The refund fallback does not become available before day 90; before that date HireInfra's obligation is to continue working at no additional cost.

Qualification determination. HireInfra's good-faith determination of whether a completed meeting constitutes a qualifying First-Round Interview is binding on both parties. A Client disputing a qualification determination must provide written notice to HireInfra within 5 business days of the relevant meeting, specifying the precise grounds for the dispute. Disputes not raised within that window are deemed accepted. Unresolved disputes are subject to the mechanism in Section 13.

Clock pause. The guarantee window (including the 90-day refund-fallback threshold) pauses automatically for any continuous period during which the Client is in Non-Cooperation as defined in Section 1. The clock pauses from the date the triggering condition arises and resumes when it is resolved. HireInfra will notify the Client in writing when a pause begins and when it ends, including the revised window end date. The Client may dispute a pause notice within 5 business days; undisputed pause notices are treated as accepted.

Cohort lock. The MPC Cohort is fixed at intake as confirmed in the Scope Agreement. Substitution of any MPC in the Cohort requires HireInfra's prior written consent and, if granted, restarts the guarantee window from the substitution date for the substituted candidate only. Substitution of the entire Cohort is treated as a new engagement subject to a new Scope Agreement.

Quality contingency. The guarantee applies only to the MPC Cohort as assessed and accepted at intake against the quality criteria established in the Scope Agreement. HireInfra reserves the right to decline or withdraw from engagements where the Cohort does not satisfy those criteria.

Void conditions. The guarantee lapses entirely, and no refund of any setup fee is owed, if: (i) the Client terminates the engagement before the guarantee is fulfilled; (ii) Non-Cooperation by the Client makes delivery structurally impossible and persists for more than 10 consecutive business days after written notice from HireInfra; or (iii) the Client modifies the MPC Cohort without HireInfra's written consent.

4. Your Obligations

To execute the engagement, the Client must:

• Provide complete MPC profiles and supporting materials for the agreed Cohort within 5 business days of commencement.
• Grant delegated access to the outreach platforms specified in the Scope Agreement (LinkedIn Recruiter, Apollo, or agreed equivalents) within 5 business days of commencement, at a subscription tier and permission level sufficient for HireInfra to perform outreach. The Client is responsible for maintaining adequate access throughout the engagement. Restriction or revocation without timely replacement constitutes Non-Cooperation and triggers an automatic guarantee clock pause.
• Designate a single named point of contact with authority to provide approvals and sign-offs without referral to a third party.
• Respond to all HireInfra communications requiring a decision or sign-off within 48 hours. Consistent failure to meet this obligation constitutes Non-Cooperation as defined in Section 1.
• Not modify, substitute, or withdraw any candidate from the MPC Cohort without HireInfra's prior written consent.
• Not conduct parallel outreach campaigns targeting the same Hiring Managers identified in HireInfra's targeting lists during the active guarantee window, as this would interfere with HireInfra's ability to deliver the guarantee.
• Pay the Revenue Share on every Placement HireInfra sources, and cooperate in good faith with placement-attribution verification under Section 7.

HireInfra will issue a written Non-Cooperation notice before treating any failure as Non-Cooperation for the purposes of the guarantee or termination. A single isolated failure does not constitute Non-Cooperation; the definition in Section 1 governs.

5. Ownership and Intellectual Property

All Bench Broadcast assets, outreach copy, and targeting lists created specifically for the Client under this engagement are transferred to the Client upon: (a) completion of the engagement, or (b) in the event of termination by the Client after the minimum engagement period has elapsed, upon expiry of the notice period, provided all outstanding fees have been settled in full. Where fees remain outstanding at the point of transfer, delivery of assets is conditional on settlement.

If the Client terminates before the minimum engagement period has elapsed (see Section 10), all work product created to that point remains with HireInfra until the minimum period expires and any applicable setup fee has been paid. Upon payment, the assets transfer to the Client.

HireInfra retains ownership of its methodology, scoring frameworks, prompt architecture, and operational infrastructure. These are licensed to the Client on a non-exclusive basis for the duration of the engagement only. This licence does not restrict HireInfra from providing equivalent services to other clients. It terminates automatically on the engagement end date and does not survive termination.

6. Confidentiality and Data

We treat all candidate and client data as strictly confidential. We enforce client-level infrastructure isolation: your data is never shared with, accessible to, or visible to any other client. These confidentiality obligations survive termination of the engagement indefinitely.

Our full data-handling practices — including collection, use, third-party processors, retention, and deletion — are described in the Privacy Policy, which forms part of this agreement by reference. The Privacy Policy's data isolation and deletion commitments are binding obligations, not policy statements.

7. Fees and Payment

HireInfra operates under the fee structure specified in the Scope Agreement, which governs in the event of conflict with this section. HireInfra's model combines a one-time setup fee with a Revenue Share on Placements it sources.

Setup fee. A one-time fee, as specified in the Scope Agreement, to provision and build the outreach infrastructure for the engagement. Where a founding-agency arrangement is in effect and the Scope Agreement records a zero setup fee, nominal consideration of USD $1 (or its equivalent) is deemed received, sufficient to constitute a binding and enforceable agreement. Clients are also responsible for the cost of any third-party platforms or tools required to perform the services, as specified in the Scope Agreement.

Revenue Share. HireInfra is paid a percentage of the placement fee on each Placement it sources. Unless the Scope Agreement states otherwise:

• Waitlist (pre-launch) rate: Clients who join the waitlist before the public launch on 08.08.2026 lock a Revenue Share of 10% of the placement fee.
• Standard (post-launch) rate: 15–25% of the placement fee, scoped to the Client's bench and confirmed in the Scope Agreement.
• Founding agencies: The first three agencies accepted through intake pay zero Revenue Share on the first MPC HireInfra markets for them; the setup fee (or its nominal-consideration equivalent) still applies.

No Revenue Share invoice is issued until the Client's own placement invoice for the relevant Placement has cleared. HireInfra charges no retainer and no subscription; if HireInfra does not generate a Placement, no Revenue Share is owed for that outcome.

Performance-basis alternative. Where the Scope Agreement so provides, in place of Revenue Share the Client instead pays a percentage (15–25%, as specified) of the value of each booked-and-attended First-Round Interview, where interview value is calculated as the Client's average placement fee multiplied by the Client's interview-to-placement conversion rate. Under this alternative, the fee is payable on the attended interview whether or not the Placement ultimately lands.

Payment terms. Payment terms are as specified in the Scope Agreement. Invoices not paid within 14 days of the due date may result in work being paused until the account is settled. The fee structure is not negotiable once the Scope Agreement has been executed.

8. Revenue-Share Survival

HireInfra's entitlement to Revenue Share on a Placement survives termination of the engagement where the introduction giving rise to that Placement was made during the engagement. This survival is limited to a period of 6 months following the engagement termination date: a Placement that results from a HireInfra introduction and is confirmed within that 6-month tail carries Revenue Share on the same terms as if the engagement were live. HireInfra retains only the minimum placement-attribution records necessary to verify this entitlement, as described in the Privacy Policy, and those records are destroyed on expiry of the 6-month period.

9. Warranties and Representations

Each party warrants that: (a) it has the authority to enter into this agreement; (b) all information provided to the other party in connection with the engagement is accurate and complete to the best of its knowledge; and (c) it will comply with all applicable laws in performing its obligations.

The Client warrants that: (a) all MPC profiles and candidate data provided to HireInfra are provided with the knowledge and consent of the relevant candidates; (b) the Client has the right to engage a third party to conduct outreach using the outreach platforms provided; and (c) the MPC Cohort information provided at intake is accurate as of the date of intake.

10. Minimum Engagement Period

Neither party may serve a termination notice within 14 calendar days of the Bench Broadcast Live Date. This minimum period exists to allow the Bench Broadcast to run long enough for delivery to be meaningfully assessed. Termination notices served before the minimum period has elapsed are invalid and take effect only from the date the minimum period expires.

The minimum engagement period does not apply to termination by HireInfra for Material Breach, which may be exercised at any time upon written notice.

11. Termination

After the minimum engagement period has elapsed, either party may terminate this agreement with 14 calendar days' written notice to the other party.

HireInfra may terminate immediately upon written notice in the event of Material Breach as defined in Section 1. In the event of termination for Material Breach, no refund is owed for work already delivered and no further obligations under the guarantee apply.

If HireInfra terminates for reasons other than Material Breach, any fees paid for work not yet delivered will be refunded on a pro-rated basis, and any setup fee paid under an unfulfilled guarantee will be refunded in full.

If the Client terminates: (a) the guarantee lapses immediately upon service of the termination notice, and no refund of the setup fee is owed; (b) asset transfer is subject to Section 5; and (c) the Revenue-Share survival in Section 8 continues to apply to Placements arising from introductions made during the engagement.

12. Limitation of Liability

HireInfra's aggregate liability under or in connection with any single engagement is limited to the total fees paid by the Client for that engagement period. HireInfra is not liable for lost placement revenue, candidate attrition, decisions made by third-party Hiring Managers, third-party platform outages, or any indirect, consequential, or speculative loss of any kind. The guarantee in Section 3 is HireInfra's primary remedy mechanism for non-delivery; it is not a damages clause and does not expand HireInfra's liability beyond the cap in this section.

13. Disputes

Any dispute arising from or in connection with this agreement, including disputes about guarantee qualification determinations, fee or Revenue-Share calculations, or termination, will first be subject to good-faith negotiation between the parties. The disputing party must provide written notice specifying the nature and particulars of the dispute. If the dispute is not resolved within 20 business days of that notice, it will be referred to binding arbitration under the Arbitration and Conciliation Act, 1996 of India, seated at Kolkata, West Bengal. The arbitrator's determination is final and binding on both parties.

14. Governing Law

These Terms are governed by the laws of the Republic of India, regardless of the domicile, residence, or place of incorporation of either party. Subject to the arbitration provision in Section 13, the courts at Kolkata, West Bengal, India have jurisdiction over any matters not referred to arbitration.

15. General

These Terms, together with the applicable Scope Agreement and Privacy Policy, constitute the entire agreement between the parties in respect of each engagement and supersede all prior representations, discussions, and agreements. No variation to these Terms is effective unless agreed in writing and signed by both parties. If any provision of these Terms is found to be unenforceable, it will be severed and the remainder of the Terms will continue in full force. A party's failure to enforce any provision does not constitute a waiver of that provision.

16. Contact

For questions about these terms, contact the contracting party:

Md Ayan Hussain, operating as HireInfra
Flat No. 706, Daffodil, Siddha Waterfront, Rahara, Titagarh, Kolkata, West Bengal, India — 700119
hi@hireinfra.com / contact@hireinfra.com