Proveground Partner Agreement

Version 1.1 · Effective July 26, 2026

Version 1.0 — Effective date: July 26, 2026

Proveground Partner Agreement

This Partner Agreement (this "Agreement") is a binding contract between Proveground ("Proveground," "we," "us," or "our") and the company, organization, or individual that registers for or uses a Proveground corporate partner account ("Partner," "you," or "your"). By creating a partner account, clicking to accept this Agreement, or paying any fee for the Proveground platform (the "Platform"), you agree to this Agreement on behalf of yourself and, if you act for a company or organization, on behalf of that entity, and you represent that you have authority to bind it.

1. The Services

Proveground provides a talent-discovery and engagement platform connecting corporate partners with students and alumni of participating institutions. Depending on your subscription tier and configuration, the services may include: posting opportunities, reviewing candidate portfolios and verified records, structured project engagements, messaging through approved Platform channels, and related tools (collectively, the "Services").

Fees. Access to the Services is sold as an auto-renewing monthly subscription billed per seat. In addition: (a) each opportunity posting may carry a one-time per-posting fee charged at publication; and (b) where placement fees are enabled for your account, a placement fee applies as described in Section 3. All fees are stated at checkout or in your billing portal, are charged in U.S. dollars, and are non-refundable except where required by law. We may change prices with at least thirty (30) days' notice; changes apply from your next billing cycle. Your subscription renews automatically each month until canceled; you may cancel at any time through your billing portal, effective at the end of the then-current billing period.

2. No Guarantee; Platform Provided "As Is"

Proveground does not guarantee any number or quality of candidates, applications, matches, interviews, or hires. THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Verification statuses reflect Proveground's own review processes and are informational only; you remain solely responsible for your own screening, interviewing, and hiring decisions.

3. Non-Circumvention and Placement Fees

The Platform's candidate discovery is a core part of the value you pay for. If you or anyone acting on your behalf (including affiliates, agents, and recruiting vendors) identifies a candidate through the Platform — including through postings, applications, portfolio views, project engagements, messaging, or any other Platform feature — and hires or engages that candidate in any paid capacity (employee, intern, contractor, or similar) within twelve (12) months of the most recent Platform interaction with that candidate, the applicable placement fee then in effect for your account is due, whether or not the hire is completed through the Platform. You agree to report such hires promptly and to not structure engagements, route hiring through third parties, or otherwise act to circumvent this Section. If placement fees are not enabled for your account at the time of the hire, no placement fee is due for that hire.

4. Off-Platform Payments; No Employment Relationship

All stipends, wages, salaries, project payments, and any other compensation you agree to pay a student or alumni candidate are strictly between you and that individual, paid off-Platform. Proveground is not the employer, joint employer, staffing agency, payer, paymaster, or money transmitter for any engagement, does not hold or transmit any such funds, and has no responsibility for withholding, benefits, worker classification, or employment-law compliance in your engagements. The Platform may record payment commitments for informational purposes only; such records are not payment processing. You are solely responsible for complying with all laws applicable to your hiring and engagement of candidates.

5. Student Contact Rules

You may contact students and alumni only through Platform channels and flows (postings, applications, approved messaging, and any approval-gated discovery features enabled for your account). You will not cold-contact students outside the Platform using information obtained through the Platform, will not attempt to obtain student contact information other than as the Platform exposes it, and will comply with all Platform contact approvals, blocks, and gating. Institutions and students may restrict or revoke your ability to contact them at any time.

6. Data Use Restrictions

Candidate data (including profiles, portfolios, verified records, contact details, and application materials) is made available to you solely for evaluating and recruiting candidates through the Platform. You will not: (a) scrape, bulk-export, or systematically copy candidate data; (b) sell, license, or otherwise disclose candidate data to any third party; (c) use candidate data for advertising, training machine-learning models, background data enrichment, or any purpose unrelated to recruiting on the Platform; or (d) retain candidate data after it is no longer needed for the recruiting purpose for which it was accessed. Upon request by Proveground, an institution, or a candidate, you will promptly delete candidate data in your possession, except as retention is required by law. You will maintain reasonable safeguards to protect candidate data in your possession.

7. Your Content; License

You retain ownership of the content you submit to the Platform (postings, company descriptions, logos, trademarks, and project materials, collectively "Partner Content"). You grant Proveground a non-exclusive, worldwide, royalty-free license to host, display, reproduce, and distribute Partner Content on and through the Platform, including in candidate-facing surfaces and institutional portals, for the purpose of operating and promoting the Services. You represent that you have all rights necessary to grant this license and that Partner Content is accurate and not misleading.

8. Acceptable Use; Suspension and Termination

You will use the Platform lawfully and professionally. Without limitation, you will not: post opportunities that are misleading, discriminatory, or unlawful; misrepresent your identity or your company; post multi-level-marketing, fee-charging, or commission-only schemes disguised as opportunities; harass any user; interfere with Platform security or operation; or use the Platform to compete with Proveground. Proveground may remove content, suspend, or terminate your account for violation of this Agreement, with no refund of fees paid. You may terminate at any time by canceling your subscription; Sections 3, 4, 6, and 9 through 13 survive termination.

9. Indemnification

You will defend, indemnify, and hold harmless Proveground and its officers, directors, employees, and agents from and against all claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Partner Content; (b) your use of the Platform; (c) your hiring, engagement, or treatment of any candidate, including employment-law, classification, and compensation claims; or (d) your breach of this Agreement or violation of law.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVEGROUND WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL. PROVEGROUND'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM WILL NOT EXCEED THE FEES YOU PAID TO PROVEGROUND IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. These limits apply regardless of the theory of liability and even if a remedy fails of its essential purpose.

11. Governing Law; Venue

This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws principles. Subject to Section 12, any dispute not subject to arbitration will be brought exclusively in the state or federal courts located in [VENUE — COUNTY/DISTRICT TO BE CONFIRMED BY COUNSEL], Massachusetts, and you consent to personal jurisdiction there.

12. Binding Arbitration; Class Action Waiver; 30-Day Opt-Out

Except for small-claims matters and claims for injunctive relief relating to intellectual property or data misuse, any dispute arising out of or relating to this Agreement or the Platform will be resolved by final and binding arbitration on an individual basis, administered by a recognized arbitration provider under its commercial rules, seated in Massachusetts. You and Proveground each waive the right to a jury trial and the right to participate in a class, collective, or representative action. You may opt out of this arbitration provision by sending written notice to support@proveground.com within thirty (30) days of first accepting this Agreement; opting out does not affect any other provision.

13. General

Proveground may modify this Agreement by posting an updated version and providing notice; continued use of the Platform, or your next paid action, after the effective date constitutes acceptance, and the Platform may require you to affirmatively re-accept before proceeding. If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. This Agreement, together with your order details and referenced policies, is the entire agreement between you and Proveground regarding the Platform and supersedes all prior agreements on that subject. You may not assign this Agreement without our consent; we may assign it in connection with a merger, acquisition, or sale of assets. Failure to enforce a provision is not a waiver.

Questions: support@proveground.com