Non-Circumvention Policy

Effective Date: August 11, 2026
Version: 1.0

1. Introduction

This Non-Circumvention Policy (“Policy”) outlines the terms and conditions governing relationships created between dental clinics (“Clinics”) and dental professionals (“Professionals”) through Tempfind Inc. (“Tempfind”) and the Tempfind Platform (“Platform”).

Tempfind makes substantial investments in recruiting Professionals, marketing, credential verification, technology, payment infrastructure, customer support, and marketplace development to create and support relationships between Clinics and Professionals.

The goal of this Policy is to protect these relationships, Tempfind’s investment in creating them, and the integrity and fairness of the Platform by preventing Users from using Tempfind to identify or connect with one another and subsequently bypassing the Platform.

Note: Tempfind does not prevent Clinics and Professionals from developing longer-term working relationships. Recurring and ongoing coverage can be facilitated through the HR Concierge Service Policy, while permanent employment opportunities are governed by the Direct Recruitment Policy.

1.1. Relationship Disclaimer

Tempfind is a technology and facilitation platform and is not the employer of any Professional introduced through the Platform. Unless expressly agreed otherwise, Professionals using Tempfind are independent contractors or third-party service providers and are not employees or agents of Tempfind.

Nothing in this Policy creates an employment relationship between Tempfind and any Professional.

2. Acceptance of Terms

By creating or maintaining a Tempfind account, communicating with another User, applying to or posting an opportunity, participating in a booking, or otherwise using the Platform, Clinics and Professionals agree to be bound by this Policy, Tempfind’s Terms of Use, Privacy Policy, and any other applicable agreements.

3. Tempfind Relationships

A “Tempfind Relationship” is created when a Clinic or Professional discovers, is introduced to, communicates with, applies to, receives an application from, interviews, books, works with, or otherwise connects with the other party through Tempfind or as a result of Tempfind’s services.

This includes relationships created through:

• The Tempfind Platform
• Shift applications or Direct Booking Requests
• Tempfind’s Talent Team
• HR Concierge
• Candidate introductions or referrals
• Interviews or paid trial shifts
• Email or telephone introductions facilitated by Tempfind
• Any other Tempfind-facilitated introduction or engagement

A Tempfind Relationship remains protected for twelve (12) months following the most recent shift, introduction, communication, interview, booking, or other interaction facilitated through Tempfind (“Protected Period”).

4. Non-Circumvention Requirement

During the Protected Period, Clinics and Professionals may not directly or indirectly bypass Tempfind to arrange temporary work, recurring coverage, direct payment, employment, contracting, or another compensated working relationship arising from a Tempfind Relationship.

All temporary work between the parties must be booked and paid through Tempfind unless Tempfind expressly authorizes another arrangement in writing.

This requirement applies regardless of:

• Which party initiates or proposes the arrangement
• Whether communication occurs through Tempfind or another communication method
• Whether the engagement is temporary, casual, recurring, contract, part-time, full-time, permanent, or otherwise
• Whether payment is made directly or through another person or entity
• Whether the engagement occurs at the original Clinic or another related location or entity

Neither party may use another individual, Clinic, Professional, affiliate, or third party to indirectly accomplish what this Policy prohibits directly.

5. Clinic Responsibilities

Clinics may not:

• Ask or encourage a Professional to provide services outside Tempfind
• Offer or arrange direct payment for services that should be booked through Tempfind
• Request or exchange personal contact information for the purpose of arranging off-platform work
• Use contact information obtained through Tempfind to solicit a Professional privately
• Cancel or avoid a Tempfind booking in order to recreate the engagement privately
• Arrange future, recurring, multi-day, contract, or ongoing coverage outside Tempfind
• Encourage a Professional to avoid Tempfind’s booking, payment, HR Concierge, or Direct Recruitment process
• Refer or introduce a Tempfind Professional to another Clinic, location, affiliate, or third party for the purpose of avoiding Tempfind
• Hire or engage a Professional introduced through Tempfind without following the applicable Direct Recruitment process
• Assist another person or organization in circumventing Tempfind

A Clinic remains responsible for complying with this Policy even where the Professional initiates or proposes the off-platform arrangement.

6. Professional Responsibilities

Professionals may not:

• Offer or agree to provide services to a Clinic outside Tempfind
• Provide or request personal contact information for the purpose of arranging off-platform work
• Ask a Clinic to contact, schedule, or pay them directly instead of using Tempfind
• Accept a Clinic’s proposal to work outside Tempfind
• Accept direct payment for services that should be processed through Tempfind
• Cancel or avoid a Tempfind booking in order to work privately with the Clinic
• Privately arrange future, recurring, multi-day, contract, or ongoing coverage
• Solicit or accept employment with a Clinic introduced through Tempfind without following the applicable Direct Recruitment process
• Refer another Professional to a Tempfind Clinic for the purpose of avoiding the Platform
• Assist another person or organization in circumventing Tempfind

A Professional remains responsible for complying with this Policy even where the Clinic initiates or proposes the arrangement.

If a Clinic proposes direct or off-platform work, the Professional must decline and direct the Clinic to send a Direct Booking Request through Tempfind. For recurring coverage, the Professional may instead ask the Clinic to submit an Ongoing Assignment Request through the Platform and identify them as the preferred Professional.

If the Clinic upgrades to an eligible Business Unlimited Membership and engages the Professional through HR Concierge, the Professional will be eligible for a $150 referral bonus, subject to applicable eligibility requirements.

The Professional must notify Tempfind of any attempt to arrange work or payment outside the Platform.

7. Contact Information & Communications

Tempfind recognizes that Clinics and Professionals may need to exchange contact information for legitimate operational purposes, including arrival instructions, parking, emergencies, scheduling, or communication relating to an active booking.

The exchange of contact information does not authorize either party to use that information to arrange work outside Tempfind.

Phone numbers, email addresses, social media accounts, messaging applications, payment information, external links, business cards, or other contact methods may not be requested, provided, or used for the purpose of circumventing Tempfind.

Moving communications outside the Platform does not remove either party’s obligations under this Policy.

8. Ongoing & Recurring Coverage

Tempfind is designed to go beyond single-day temporary staffing by offering ongoing coverage and long-term placement support as part of our service offering, allowing Clinics and Professionals who work well together to continue and grow their relationship through Tempfind.

8.1. Continuing With a Preferred Professional

Clinics wishing to continue working with a Professional may:

• Send the Professional a Direct Booking Request through Tempfind for future temporary shifts;
• Add the Professional to their Favorites to facilitate future bookings; or
• Submit an Ongoing Assignment Request through the Platform and identify the Professional they wish to engage for recurring or longer-term coverage.

8.2. HR Concierge Service

For recurring weekly coverage, extended assignments, trial-to-hire engagements, or other long-term staffing requirements, Tempfind will facilitate the relationship through its HR Concierge Service.

Tempfind may assist with recurring schedules, paid working interviews, candidate coordination, replacements, and ongoing staffing support in accordance with the HR Concierge Service Policy.

8.3. Off-Platform Ongoing Coverage

Arranging recurring, ongoing, or long-term coverage privately with a Professional introduced through Tempfind during the Protected Period constitutes circumvention under this Policy.

Clinics and Professionals must use the applicable Direct Booking, Ongoing Assignment, HR Concierge, or Direct Recruitment pathway to continue their relationship.

9. Direct Recruitment & Permanent Employment

Tempfind does not prevent Clinics from permanently hiring Professionals they discover through the Platform.

Where a Clinic wishes to hire or directly engage a Professional arising from a Tempfind Relationship, the Clinic must follow Tempfind’s applicable Direct Recruitment process before finalizing the arrangement.

Where applicable, direct employment or contractor conversions are subject to the eligibility requirements and Agency Fee established under Tempfind’s Direct Recruitment Policy and any other applicable agreement.

Attempting to hire, employ, contract with, or otherwise compensate a Professional outside the applicable Direct Recruitment process during the Protected Period constitutes circumvention.

10. Affiliates, Referrals & Related Parties

The protections under this Policy are not limited to the individual Clinic location through which the Tempfind Relationship originated.

Clinics and Professionals may not circumvent Tempfind by arranging or facilitating an engagement through:

• Another Clinic under common ownership or management
• Another location within the same organization
• An affiliated or related business
• A dental service organization or member practice
• An owner, dentist, manager, employee, recruiter, or representative
• Another Professional or Clinic introduced through the original Tempfind Relationship
• Any other third party used for the purpose of avoiding Tempfind

A change in location, legal entity, individual contact, payment method, or contractual structure does not eliminate the obligations under this Policy where the opportunity originated through a Tempfind Relationship.

11. Existing Relationships

This Policy is intended to protect relationships and opportunities created through Tempfind and does not apply to bona fide working relationships that existed independently before Tempfind’s involvement.

If a Clinic and Professional claim a pre-existing working relationship, Tempfind may request reasonable information demonstrating that relationship where a circumvention concern arises.

A prior acquaintance, prior communication, or knowledge of the other party does not by itself establish a pre-existing working relationship.

12. Attempts & Solicitation

A circumvention violation does not require a completed shift, payment, contract, or hire.

Proposing, requesting, soliciting, encouraging, accepting, facilitating, or agreeing to an arrangement intended to move a Tempfind Relationship outside the appropriate Tempfind process may itself constitute a violation of this Policy.

13. Platform Integrity & Monitoring

To protect Users and the integrity of the Platform, Tempfind may monitor, analyze, and review communications and activity occurring through the Platform, including through automated systems and manual review, to identify potential circumvention, fraud, off-platform transactions, misuse of the Platform, or other violations of Tempfind’s Terms and Policies.

Activity identified by automated systems may be flagged for further review.

Tempfind may investigate suspected violations using information reasonably available through the Platform, including communications, booking activity, account activity, payment activity, User reports, and other relevant information.

Automated monitoring, keyword detection, internal flags, allegations, or unverified reports alone do not constitute a confirmed violation.

14. Reporting & Confirmed Circumvention

Clinics and Professionals must notify Tempfind if another User proposes, requests, or attempts to arrange temporary services, recurring coverage, direct payment, employment, or another working relationship in a manner that would circumvent Tempfind.

A User who receives such a request, declines it, and reports it to Tempfind will not be considered to have participated in circumvention solely because the request was received.

14.1. Confirmed Circumvention

For purposes of this Policy, a circumvention attempt will be considered “Confirmed Circumvention” only where Tempfind has reasonable evidence establishing that the attempt occurred, including:

• Written or electronic communications evidencing the circumvention attempt; or
• A written report submitted by a Clinic or Professional regarding an attempted circumvention that, following Tempfind’s investigation, is determined to be substantiated.

Automated monitoring, keyword detection, internal flags, allegations, or unverified reports alone do not constitute Confirmed Circumvention. Such information may initiate an investigation, but no Circumvention Fee will be assessed unless Tempfind determines that sufficient supporting evidence exists.

15. Violations & Enforcement

Violations of this Policy may constitute a material violation of Tempfind’s Terms of Use and other applicable agreements.

Depending on the nature and severity of the violation, Tempfind may:

• Issue a warning or formal notice
• Restrict messaging, booking, or other Platform functionality
• Suspend or permanently terminate an account
• Remove access to membership, preferred, or Enterprise programs
• Require an improperly arranged engagement to be transitioned through the appropriate Tempfind service
• Assess applicable Circumvention or Agency Fees
• Revoke eligibility for applicable incentives or bonuses
• Pursue other contractual, administrative, or legal remedies available to Tempfind

Tempfind may take immediate action in cases involving intentional, repeated, coordinated, or serious circumvention.

15.1. Clinic Circumvention Fee

Where a Clinic proposes, accepts, facilitates, or participates in Confirmed Circumvention, Tempfind may immediately assess and invoice a $5,000 Circumvention Fee for each confirmed occurrence.

The Circumvention Fee applies to a confirmed circumvention attempt where no direct hire or off-platform engagement has occurred.

15.2. Professional Circumvention Fee

Where a Professional proposes, accepts, facilitates, or participates in Confirmed Circumvention, Tempfind may immediately assess and invoice a $1,000 Circumvention Fee for each confirmed occurrence.

In addition to the Circumvention Fee, Tempfind may suspend or permanently terminate the Professional’s account and revoke eligibility for applicable Platform incentives or bonuses.

15.3. Completed Off-Platform Work or Direct Hire

Where Confirmed Circumvention results in temporary, recurring, or other services actually being performed outside Tempfind, Tempfind may assess the applicable Circumvention Fee and recover any applicable booking, service, payment, or other fees arising from the unauthorized engagement.

Where circumvention results in the direct employment, permanent hiring, or contractor conversion of a Professional, the Clinic will instead be subject to the applicable Agency Fee under Tempfind's Direct Recruitment Policy.

A Professional who knowingly participates in completed off-platform work may also be subject to the applicable Professional Circumvention Fee, account suspension, or permanent removal from Tempfind.

16. Confidentiality & Privacy

Information obtained through a Tempfind Relationship, including Professional contact information, Clinic information, compensation information, candidate information, communications, and other non-public information, may not be used or disclosed for the purpose of circumventing Tempfind.

Tempfind may collect, process, monitor, analyze, review, and retain Platform communications and related information for purposes including Platform integrity, investigation, dispute resolution, and enforcement, as further described in Tempfind’s Privacy Policy.

17. Limitation of Liability

To the fullest extent permitted by law, Tempfind and its affiliates shall not be held liable for any indirect, incidental, or consequential damages arising from the application or enforcement of this Policy.

Tempfind does not guarantee the continuation, availability, suitability, or outcome of any Clinic-Professional relationship.

18. Governing Law

This Policy shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Any disputes arising from this Policy shall be subject to the exclusive jurisdiction of the courts located in Toronto, Ontario, subject to any applicable consumer protection laws.

19. Policy Updates

Tempfind may update this Policy periodically. Users will be notified of significant changes by email or via Platform notifications.

Continued use of the Platform following the effective date of an updated Policy constitutes agreement with the updated terms, subject to applicable law.

20. Appeals

If a User wishes to appeal a decision related to this Policy, including the assessment of a Circumvention Fee, the User must submit a written appeal within seven (7) days of receiving notice.

Tempfind will review the available evidence and respond to appeals fairly and in good faith.

Submission of an appeal does not automatically reverse an account restriction, suspension, or other protective measure imposed by Tempfind while the appeal is under review.

21. Contact

For questions regarding this Policy, to report a potential circumvention attempt, or for assistance arranging ongoing coverage or permanently hiring a Professional connected through Tempfind, please contact Tempfind at [email protected].

Tempfind is committed to helping Clinics and Professionals continue successful working relationships through the appropriate Platform, HR Concierge, or Direct Recruitment process.