PART I — DEFINITIONS & INTERPRETATION

1. Definitions

For purposes of the KPI platform and all related agreements:

• "KPI" means KPI Inc., its subsidiaries, affiliates, officers, and service providers.
• "Platform" means the KPI website, applications, APIs, dashboards, tools, and services.
• "User" means any individual or entity accessing the Platform.
• "Candidate" means a User seeking employment or work opportunities.
• "Employer" means a User posting roles or seeking talent.
• "RaaS Agreement" means a separate executed Recruitment-as-a-Service agreement.
• "Fiduciary Services" mean recruitment duties owed solely under an executed RaaS Agreement.
• "Third-Party Processors" include Stripe, Certn, Trulioo, Deel, and analytics providers.
• "Verification" means identity or data validation only, not endorsement.
• "Content" includes resumes, job postings, messages, files, and data.
• "Applicable Law" means all local, provincial, federal, and international laws.

2. Interpretation Rules

• Headings are for convenience only.
• Appendices form an integral part of the agreement.
• In the event of conflict: Executed RaaS Agreement prevails → These Terms prevail → Platform UI text prevails last

PART II — PLATFORM ROLE & REGULATORY POSITIONING

3. Platform Classification

KPI operates primarily as:

• A technology platform
• A marketplace facilitator
• A recruitment service provider only under RaaS

KPI is not:

• An employer
• A staffing agency
• A payroll provider
• An immigration advisor

Unless explicitly contracted.

4. Fiduciary Scope (RaaS Only)

Where KPI provides fiduciary services:

• Duties apply only to the contracting employer
• No fiduciary duty is owed to candidates
• Duties are limited to recruitment scope only
• KPI never becomes a joint employer

PART III — LAWFUL USE, EMPLOYMENT & COMPLIANCE

5. Lawful Use Covenant (All Users)

Users covenant that the Platform will be used:

• Solely for lawful employment and recruitment
• In compliance with employment, immigration, tax, labor, and human rights laws
• Without deception, coercion, or exploitation

6. Employment Legality & Right-to-Work

• Candidates confirm legal eligibility to work
• Employers confirm legal authority to hire
• KPI does not verify immigration status unless stated
• Responsibility remains with Users

7. Anti-Misclassification Statement

• KPI does not determine worker classification
• KPI does not advise on employee vs contractor status
• Employers bear full responsibility

PART IV — EMPLOYER-SPECIFIC ATTESTATIONS

8. Employer Legitimacy Certification

Employers certify that:

• They are a legally registered entity
• They have authority to hire
• Business information is accurate
• They are not data harvesting or phishing

9. Job Posting Compliance

Employers confirm postings:

• Represent real positions
• Comply with wage and labor laws
• Are non-discriminatory

PART V — CANDIDATE-SPECIFIC OBLIGATIONS

10. Candidate Accuracy

Candidates confirm:

• All credentials are accurate
• Work history is truthful
• References are authentic

PART VI — DATA USE & RESTRICTIONS

11. Data Handling

Users agree not to:

• Scrape or harvest platform data
• Use data for unauthorized purposes
• Resell or repurpose platform data

PART VII — INTELLECTUAL PROPERTY & CONTENT

12. KPI Intellectual Property

All platform IP remains the exclusive property of KPI. Users may not:

• Reverse engineer
• Copy workflows
• Replicate business logic

13. User-Generated Content License

Users grant KPI a non-exclusive, royalty-free license to:

• Store
• Display
• Process content for platform use

PART VIII — PAYMENTS, TAX & FINANCIAL COMPLIANCE

14. Payments

• Payments processed by third parties
• KPI does not hold funds as escrow
• KPI does not guarantee outcomes

15. Tax Responsibility

Users remain solely responsible for:

• Tax reporting
• Withholdings
• Statutory remittances

PART IX — ANTI-FRAUD, SANCTIONS & MISUSE

16. Fraud & Misrepresentation

False identity, postings, or credentials constitute fraud.

17. Anti-Trafficking & Exploitation

Users certify non-involvement in:

• Forced labor
• Human trafficking
• Illegal recruitment fees

PART X — ENFORCEMENT, LIABILITY & INDEMNITY

18. Suspension & Enforcement

KPI may:

• Suspend accounts
• Remove content
• Restrict access without notice

19. Limitation of Liability

KPI liability is limited to the maximum extent permitted by law.

20. Indemnification

Users indemnify KPI for:

• Employment disputes
• Legal violations
• Misclassification claims