1. Introduction and General Framework

This document governs the terms of use, engagement, and operation for the services provided by ZEAZE LLC ("ZEAZE"). By completing the talent request form, accepting a commercial proposal, or activating a search, the client ("Client") expressly accepts the terms and operational policies outlined below.

Protocol for Reception, Curation, and Validation Window (24 Business Hours):

Upon submitting the request form, the system will automatically issue an email with the search confirmation and investment breakdown. From that moment, a mandatory operational window of 24 business hours (understood within standard business operating hours) is activated for a dual purpose:

1. Compliance Evaluation by ZEAZE: Expedited technical and legal analysis to detect and prevent risks of misclassification (covert employment relationship) or other operational and legal issues.

2. Budget and Scope Verification by the Client: Review by the Client to confirm that the budget, deliverables, and assigned parameters are correct.

Effects of the Validation Window:

• Tacit Approval: If 24 business hours pass without written observations or objections from either party, the terms of the search will be deemed tacitly validated and binding, automatically triggering the candidate call and matching process within the active network.

• Subsequent Modifications: Any request to modify the budget, profile, or scope made by the Client after the 24 business hours have expired will result in the immediate cancellation of the active search, requiring a new formal request to be initiated.

2. Talent Selection and Connection Models

A) Precision Recruitment (Customized Latam Search):

• Scope: Tailored external and internal sourcing across Latin America, bespoke headhunting, and role-specific technical validation.

• Deliverables:

  • Initial shortlist of 3 qualified candidates + up to 2 adjustment candidates.

  • Technical Datasheet and Executive Curation Report: A detailed document per candidate containing consolidated data, schedule/start availability, strategic alignment rationale for the role, growth potential, and key operational notes to consider for engagement.

• Investment: Initial retainer of $599 USD (non-refundable, covers activation and search launch) + a one-time Placement Fee equivalent to 1.5 monthly salaries (or agreed monthly compensation) of the hired talent.

• Engagement Framework (Client Option): Upon final selection, the Client may freely choose to assume direct contracting and payment management on their own account, or integrate the talent into ZEAZE’s Agent of Record (AOR) management service.

B) Network Matching:

• Scope: Direct selection, filtering, and curation from ZEAZE’s active database and verified community.

• Deliverables: Presentation of 3 to 5 selected candidate profiles accompanied by their ZEAZE Technical Datasheet and Executive Curation Report (job alignment analysis, compensation expectation validation, onboarding availability, and general observations for decision-making).

• Recruitment Investment: $0 USD (Only the monthly Agent of Record service fee applies upon confirming the engagement).

• On-Demand Dynamics & Market Competitiveness: The availability of professionals in the active network operates under free-market dynamics. ZEAZE presents the request to available talent, whose application will depend exclusively on the appeal and competitiveness of the compensation package offered by the Client.

• Seniority Relationship & Budget Adjustments: Professional response rates are directly tied to the assigned compensation. Entry-level compensation ranges will attract Junior or Mid-Level profiles. For Senior or specialized profiles, the proposal must align with international standards. If the offer fails to generate applications at the desired seniority level, the Client may adjust the budget upward or transition to the Precision Recruitment model.

• Limit of Attempts and Realignment (Maximum 2 Searches): The Active Network Matching service grants a maximum limit of two (2) attempts or realignments per position. If, after two presented calls/shortlists, the Client does not select a profile or decides to modify the role criteria, the search under the $0 USD modality will be formally concluded and closed. To continue searching for that same profile, the Client must mandatorily migrate to the Precision Recruitment modality.

3. Management and Operational Service – Agent of Record (AOR)

All engagements conducted under the Matching model (or integrated following a Precision Recruitment search) are managed under the Agent of Record (AOR) model, guaranteeing payment distribution, talent retention, operational oversight, and ongoing professional development.

Legal Framework, Autonomy, and Limitation of Subordination

The service delivery model managed by ZEAZE operates under the legal framework of an Independent Contractor (B2B Independent Services). To safeguard the validity of this model and prevent any hidden employment relationship contingencies, the Client expressly agrees that the operational relationship with the talent will be governed by the following non-negotiable conditions:

• Nature of Time (Operational Scope vs. Absence of Presenteeism): Irrespective of the number of hours indicated by the Client in the request form (e.g., 40 hours per week), this figure must be understood strictly as a benchmark estimation of the technical capacity required for the project, and never as a work schedule, presenteeism requirement, time-card logging, daily hour monitoring, or attendance tracking.

• Performance and Deliverables Evaluation: The service relationship is evaluated and measured exclusively by the completion of deliverables, objectives, and time-sensitive project execution—not by the talent's online presence or tracked hourly audits.

• Schedule Flexibility and Autonomy: The talent retains the inalienable right to organize their own schedules and workflows autonomously. To facilitate operational coordination, the Client and the talent may mutually agree upon availability windows for synchronous meetings and tracking, without restricting the talent's freedom to execute the remainder of their work outside those windows.

• Non-Exclusivity: Due to the nature of the contractor model, the talent holds no exclusivity commitment to the Client and maintains the right to render commercial or professional services to other clients or projects concurrently, provided they fulfill the deliverables and milestones agreed upon with the Client in a timely manner.

• Direct Employment Demand Limits: Requiring rigid presenteeism, intrusive screen monitoring, total exclusivity, mandatory internal corporate training attendance, or submission to disciplinary management structures violates this framework. Should the Client strictly require this level of control, the service must transition to a formal employment arrangement (Employer of Record - EOR), subject to cost restructuring, local statutory benefits, and applicable extraordinary fees.

Advance Payment Model: Invoicing and collection are conducted 100% IN ADVANCE at the start of each monthly service cycle. Funds remain under ZEAZE custody to ensure punctual disbursement to the talent.

Monthly Account Composition:

• Net Talent Compensation (Contractor).

• ZEAZE Management Fee (AOR) per talent.

• Transactional and Account Operation Expenses.

Volume Discounts Scale by Account Tier:

• Starter Pilot (1 to 4 Talents): $249 USD / month / per talent.

• Growth (5 to 9 Talents): $219 USD / month / per talent (~12% off).

• Consolidation (10 to 19 Talents): $189 USD / month / per talent (~24% off).

• Strategic Alliance (20+ Talents): Enterprise Pricing & Dedicated Account Manager.

Banking Structure, Transaction Expenses, and Local Invoicing (Costa Rica):

• Currency and Primary Account: All standard ZEAZE billing is issued and collected in US Dollars (USD) via bank transfer to an account in the United States of America. International wire fees or originating bank commissions are the responsibility of the Client.

• Local Invoicing & Compliance Service (Costa Rica): If the Client requires local invoicing, tax processing, or local compliance in Costa Rica, a mandatory Local Invoicing & Compliance Fee surcharge of 15% to 20% applied over the net talent compensation will be enforced, determined by account volume and operational complexity. This amount is added to the monthly AOR management fee and other operational account costs. The resulting invoice may be paid in US Dollars (USD) or Costa Rican Colón (CRC), calculated at the sell exchange rate of the Central Bank of Costa Rica (BCCR) effective on the payment date.

4. Guarantee Protocol, Intellectual Property, and Operational Policies

• Adaptation Period (First 20 Days): If the talent does not adapt or withdraws during the first 20 days of service, they will be paid strictly for the prorated days worked. The remaining balance will stand as a credit in favor of the Client. To activate replacement talent, their first month must be paid in advance.

• Notice for Offboarding: A formal written notice with a minimum of 15 to 30 days' advance is required for any cancellation or termination of the AOR service.

• Replacement Process: In the event of offboarding, ZEAZE will seek a replacement within the active network. If the Client requires an external search outside the network, it will be activated under the Precision Recruitment model.

• Intellectual Property: Intellectual property rights for work completed by the talent will be transferred exclusively to the Client once full payment for the corresponding work cycle fees has been settled.

• Suspension for Default: Delays in the advance payment of the monthly cycle empower ZEAZE to immediately pause the talent’s service delivery until the account is brought current.

5. Non-Circumvention and Direct Engagement Clause

The Client agrees not to initiate direct contact, negotiation, or engagement with any talent presented or managed by ZEAZE outside the platform without prior written authorization from ZEAZE LLC. In the event of breach or direct engagement of a presented candidate within 12 months following their profile presentation, the Client shall pay ZEAZE LLC a fixed penalty fee of $15,000 USD as liquidated damages and compensation for invested resources.

6. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America. Any dispute arising from this contract shall be submitted to the exclusive jurisdiction of the courts located in said State.

7. Contact

If you have any questions or need assistance with the form, feel free to contact us:

Email: sales@zeaze.lat