Walnut Exchange – Terms of Use

Last Updated: March 29, 2026

These Terms of Use ("Terms") govern your access to and use of the Walnut Exchange platform, website, and related services (collectively, the "Platform") operated by Walnut Exchange Inc. ("Walnut Exchange," "we," "us," or "our").

By accessing or using the Platform, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Platform.

1. The Platform

Walnut Exchange operates a technology platform that connects companies seeking to hire talent ("Companies") with independent professionals who make referrals ("Talent Connectors"). Walnut Exchange is not an employment agency, staffing firm, recruiter, or employer of any user.

Walnut Exchange does not guarantee hiring outcomes, candidate performance, or the accuracy of information provided by users.

2. Eligibility

You must be at least 18 years old and legally capable of entering into a binding contract to use the Platform. By using the Platform, you represent and warrant that you meet these requirements.

3. Account Registration

To access certain features, you must create an account and provide accurate, complete, and current information.

You are responsible for:

• Maintaining the confidentiality of your account credentials.
• All activity that occurs under your account.
• Promptly notifying Walnut Exchange of any unauthorized use.

Accounts are personal and may not be transferred or shared without our written consent.

We reserve the right to suspend or terminate accounts that violate these Terms.

4. User Responsibilities

4.1 Companies

Companies agree to:

• Use candidate information solely for legitimate hiring purposes.
• Comply with all applicable employment, privacy, and data protection laws.
• Obtain any required consents before contacting or storing candidate data.
• Respect confidentiality obligations.

4.2 Talent Connectors

Talent Connectors agree to:

• Only submit referrals for individuals who have consented to being referred.
• Provide accurate and truthful information about referred candidates.
• Avoid spam, mass submissions, or misleading representations.
• Comply with all applicable laws and ethical standards.

5. Acceptable Use

You agree not to:

• Use the Platform for unlawful purposes.
• Misrepresent your identity or qualifications.
• Submit false, misleading, or infringing content.
• Scrape, reverse engineer, or interfere with the Platform.
• Circumvent platform rules or referral attribution systems.
• Harass, abuse, or exploit other users.

We may investigate and take action for any suspected violations.

6. Referrals and Hiring

Walnut Exchange facilitates introductions but does not:

• Control hiring decisions.
• Guarantee interviews, offers, or placements.
• Verify all user-submitted information.

All hiring decisions, background checks, compliance obligations, and employment terms are the sole responsibility of the Company and candidate.

7. Fees and Payments

Walnut Exchange does not process payments through the Platform.

All fees, referral rewards, payment terms, and related obligations are governed by separate agreements between Walnut Exchange and Companies and/or Talent Connectors ("Client Agreement" and "Connector Agreement").

Nothing in these Terms modifies or replaces those agreements.

8. Content and Intellectual Property

The Platform and its content (excluding user-submitted content) are owned by Walnut Exchange and protected by intellectual property laws.

You are granted a limited, non-exclusive, non-transferable license to access and use the Platform for its intended purpose.

By submitting content to the Platform, you grant Walnut Exchange a non-exclusive license to use, display, and process such content in connection with operating the Platform.

You represent that you have all rights necessary to submit your content.

9. Third-Party Services

The Platform may integrate with third-party services (e.g., authentication providers, analytics tools). Walnut Exchange is not responsible for third-party services or their terms.

10. Disclaimers

The Platform is provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied.

We do not warrant that:

• The Platform will be uninterrupted or error-free.
• Referrals will result in hires.
• Information provided by users is accurate or complete.

Your use of the Platform is at your own risk.

11. Limitation of Liability

To the maximum extent permitted by law, Walnut Exchange shall not be liable for any indirect, incidental, consequential, or punitive damages, including lost profits, loss of data, or business interruption.

Our total liability for any claim arising from or related to the Platform shall not exceed the amount you paid to Walnut Exchange in the prior twelve months, if any.

12. Indemnification

You agree to indemnify and hold harmless Walnut Exchange and its affiliates from any claims, damages, liabilities, and expenses arising from:

• Your use of the Platform.
• Your violation of these Terms.
• Your content or referrals.
• Your interactions with other users.

13. Suspension and Termination

We may suspend or terminate your access at any time for violation of these Terms or for operational, security, or legal reasons.

You may stop using the Platform at any time.

Sections that by nature should survive termination will survive.

14. Changes to These Terms

We may update these Terms from time to time. Updated Terms will be posted on the Platform with a revised effective date.

Continued use of the Platform constitutes acceptance of the updated Terms.

15. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. You consent to the exclusive jurisdiction of the courts located in Ontario for any disputes arising from these Terms.

16. Miscellaneous

• These Terms constitute the entire agreement regarding use of the Platform.
• If any provision is found unenforceable, the remaining provisions remain in effect.
• You may not assign these Terms without our consent.
• Our failure to enforce any provision is not a waiver.

17. Contact

For questions regarding these Terms, contact:

Email: legal@walnutexchange.com

Company: Walnut Exchange Inc.