REFERRAL PROGRAM TERMS

1. Appointment and Account Managers

1. Appointment. Subject to the terms of this Agreement, Company hereby appoints Referrer as a nonexclusive representative in the United States to solicit and refer potential customers for the Company the Services. Referrer will not have the authority, express or implied, to make any commitment or incur any obligations on behalf of Company other than making referrals as set forth in this Agreement.
2. Account Managers. If an entity, Referrer shall designate a single point of contact within its organization to manage the relationship established by this Agreement (“Account Manager”). Company may, but is not obligated to appoint an Account Manager. Either party may change its Account Manager by providing written notice (email, with confirmed receipt, is sufficient) to the other party. The Account Managers will meet as necessary to discuss the business relationship and manage the activities contemplated by this Agreement. Disputes that cannot be resolved by the Account Managers will be escalated to more senior executives for resolution.

2. Referral Process

1. Referral Submission. When Referrer identifies a prospective customer, Referrer will submit a written referral (e.g. via email) to Company (if available, through Company’s Account Manager) or provide a referral link (provided by Company) to a prospective customer. The written referral must include accurate and complete information regarding the prospective customer, including, at a minimum, name, primary contact (if an entity), address, city, state, zip, phone number, and description of such customer’s business. A prospective customer that is first referred to Company by Referrer is a “Referral.”
2. Acceptance of Referrals. Upon submission of a Referral, Company will have thirty (30) business days to accept or reject the Referral. A Referral may be rejected for any reason, including but not limited to, the Referral is not qualified, contact with the Referral has already been established by Company, or the Referral is an existing customer or otherwise has a relationship with Company. If Company rejects a Referral, Company may not enter into an agreement with that particular Referral regarding the Services for sixty (60) days after the submission of such Referral by Referrer unless Company had previously established contact with the Referral, discussions regarding an agreement with the Referral were in progress prior to submission of the Referral by Referrer, or the Referrer consents to Company’s entering into an agreement with such Referral.

3. Referrer’s Obligations; Restrictions

1. Reasonable Efforts. Referrer will use commercially reasonable efforts to refer to Company potential customers of the Services. Referrer will ensure that it is (or if an entity, its sales representatives and agents are) knowledgeable about the Services.
2. Assistance. To qualify for commissions with respect to any Referral, Referrer shall use best efforts to assist Company in establishing contact with such Referral, including without limitation, introducing Company to such Referral. Without limiting the foregoing, Referrer will, to the extent reasonably requested by Company, set up, facilitate, or attend meetings with Referrals or provide Company with detailed background on the identity of the Referral and the representatives of the Referral, and assist in preparing and presenting materials regarding Company to Referrals.
3. Business Practices. When seeking Referrals and otherwise performing under this Agreement, Referrer will (a) not engage in any deceptive, misleading, illegal, or unethical practices; (b) not make any representations or warranties concerning the Services, except as set forth in printed marketing collateral or documentation furnished by Company; (c) conduct business in a manner that reflects favorably at all times on the good name, good will, and reputation of Company; (d) comply with all applicable federal, state, local, and international laws and regulations; and (e) comply with the terms of use and other policies of any platform, including without limitation, LinkedIn, that Referrer utilizes in connection with its performance under this Agreement. Referrer will indemnify and defend Company from and against all damages, liabilities, costs, and expenses, including attorney and expert fees and expenses, that Company may incur as the result of any action brought against Company and arising out of or related to the Referrer’s acts or its agents in breach of this Section 3.3.
4. Restrictions. Referrer shall not: (a) reverse engineer, disassemble, decompile, modify, translate, or alter the Services or Company’s Confidential Information, or any part thereof, or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Services or Company’s Confidential Information or any portion thereof; (b) use the Services or Company’s Confidential Information for any purpose other than the purposes stated in this Agreement; (c) copy the Services or Company’s Confidential Information, develop any derivative works, improvements, or modifications thereof or include any portion of the Services or Company’s Confidential Information; or (d) make any publication with respect to Company, the Services, Company’s Confidential Information (including Company’s trademarks), or any public use of the same without Company’s prior written consent.
5. Internal Promotion. If an entity, Referrer will inform and educate its organization about the nature of the business relationship between the parties and the Services.
6. Expense of Doing Business. Referrer will bear the entire cost, taxes, and expense of conducting its business in accordance with the terms of this Agreement.
7. Competing Products. Referrer will not refer any prospective customers to a licensor or supplier of products or services that provides functionality that competes with or is similar to the functionality of the Services.
8. Records. Referrer shall keep and maintain its books, records, and accounts in reasonable detail to accurately reflect Referrer’s activities and transactions in relation to this Agreement.

4. Company Obligations

1. Use of Company’s Trade Name. Referrer may identify Company as the supplier of the Services in Referrer’s materials so long as Company approves such materials in writing in advance.
2. Marketing Materials. Company may, at its own expense and discretion, provide Referrer with marketing and technical information concerning the Services as well as reasonable quantities of brochures, instructional material, advertising literature, and other product data. Company will retain all right, title, and interest in and to all marketing materials that it provides to Referrer under this Agreement.
3. Demonstration Versions. Company, at its sole discretion, may provide Referrer with demonstration versions of the Services solely for use in marketing and promoting the Services. Company and Referrer will negotiate a separate agreement for the provision of any demonstration versions that includes, without limitation, use restrictions and pricing.

5. Referral Compensation

1. Referral Compensation. Referrer’s sole compensation under this Agreement for acceptance of a Referral by Company is based on Referrals’ payments actually received by Company for the applicable Services during a calendar month (“Referral Payments”) as follows:
   1. Discount Incentive Program. If Referrer opts into the discount incentive program, Referrer will not receive compensation for any Referrals but can offer Referrals a fifteen percent (15%) coupon code.
   2. Revenue Share Program. If Referrer opts into the revenue share program, Company will pay Referrer pursuant to the tiers below. All commissions under this program will be paid for the first Referral after attaining status under each tier. Tier status is calculated on the prior twelve (12) consecutive months of total Referral Payments (“Look Back Period”).
      1. Tier 1 - Partner: Company will pay Referrer ten percent (10%) of all Referral Payments up to $49,999.99 collected during the Look Back Period.
      2. Tier 2 - Silver: Company will pay Referrer fifteen percent (15%) of all Referral Payments between $50,000.00 and $249,999.99 collected during the Look Back Period.
      3. Tier 3 - Gold: Company will pay Referrer twenty percent (20%) of all Referral Payments above $250,000.00 collected during the Look Back Period.
   3. If Company and Referrer have a separate payment arrangement, Company will pay the payment of a commission calculated and detailed in the applicable service order.
2. Company reserves the right to modify commission rates from time to time at its discretion by providing Referrer with thirty (30) days’ written notice. However, commission changes would only affect Referrals submitted after the effective date of the notice provided by Company.
3. Payment. Commissions, if any, will be due and payable no later than thirty (30) days after the last day of the calendar month in which Company receives Referral Payments. Payments will be subject to all applicable taxes.
4. Additional Requirements. Referrer is only eligible to receive commission payments as detailed in Section 5.1: (a) if the Referral is a Net New Customer; (b) if the Referral initially subscribes to a product bundle that includes both payroll and hiring add-on products (“Product Bundle”); and (c) only: (i) while the Referral continues to subscribe to a Product Bundle, and (ii) for the first twelve (12) months of a Referral’s subscription to a Product Bundle. “Net New Customer” means any Referral that has not subscribed to any of Company’s products in the prior twenty-four (24) months.

6. Term and Termination

1. Term. This Agreement commences upon the Effective Date and continues for twelve (12) months, unless earlier terminated in accordance with the provisions of this Agreement (“Initial Term”). After the Initial Term, this Agreement will automatically renew on a month-to-month basis (each a “Renewal Term” and together with the Initial Term, the “Term”) unless at least ten (10) days before the end of the then-current Renewal Term either party provides written notice to the other party that it does not want to renew.
2. Termination without Cause. Either party may terminate this Agreement without cause upon thirty (30) days’ prior written notice to the other party.
3. Termination for Cause. If either party fails to perform any of its material obligations under this Agreement, the other party may terminate this Agreement: (a) if during the Initial Term, by giving thirty (30) days prior written notice, or (b) if during a Renewal Term, by giving ten (10) days prior written notice, provided that the matters set forth in such notice are not cured to the other party’s reasonable satisfaction within the applicable time period. Company may terminate this Agreement immediately for a breach of Sections 3.2 or 3.3.
4. No Liability for Termination. Except as expressly required by law, if either party terminates this Agreement in accordance with any of the provisions of this Agreement, neither party will be liable to the other, because of such termination, for expenditures or commitments made in connection with this Agreement or damages caused by the loss of prospective profits or anticipated sales. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.
5. Effects of Termination.
   1. Upon termination, Company will only be responsible for paying a commission for Referrals accepted prior to the effective date of the termination. The obligation to pay commissions will continue for the Term; provided, that if Company terminates this Agreement pursuant to Section 6.3, Company has no further payment obligations of any kind under this Agreement following the effective date of such termination.
   2. In addition, any provisions that should by their nature survive termination do survive.

7. Limited Warranty And Disclaimer

8. Referrer Indemnification

1. Defense of Claims. Referrer shall defend Company and its affiliates and their employees, directors, agents, and representatives (“Company Indemnified Parties”) from any actual or threatened third-party claim arising out of or related to Referrer’s breach of this Agreement or based upon Referrer’s negligence or willful misconduct.
2. Indemnification. Referrer will indemnify each of the Company Indemnified Parties against (a) all damages, costs, and attorney fees finally awarded against any of them in any proceeding under Section 8.1; (b) all out-of-pocket costs (including reasonable attorney fees) reasonably incurred by any of them in connection with the defense of such proceeding (other than attorney fees and costs incurred without Referrer’s consent after Referrer has accepted defense of such claim); and, (c) if any proceeding arising under Section 8.1 is settled, Referrer will pay any amounts to any third party agreed to by Referrer in settlement of any such claims.

9. Confidential Information; Intellectual Property Rights; Data Privacy

1. “Confidential Information” means any proprietary information of a party to this Agreement including: (a) the business systems and practices, know-how, reports, plans, proposals, forecasts, personnel files and information, lists, statistics or other such information of the disclosing party, (b) any lists, statistics, information or data relating to the applicants, customers or consumers of disclosing party, (c) any item marked “Confidential” or “Proprietary” or marked in some other manner to indicate its confidential nature, or (d) any other information which the receiving party should or has reason to know is confidential and proprietary, a trade secret or required to be kept confidential under applicable privacy laws. For clarity, the Services and all associated intellectual property rights and related proprietary information constitute Company’s Confidential Information.
2. Exceptions. Confidential Information does not include any information that (a) was publicly known and made generally available prior to the time of disclosure by the disclosing party, (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party, (c) is already in the possession of the receiving party at the time of disclosure, (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality, or (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
3. Non-Use and Non-Disclosure. Each party shall (a) treat as confidential all Confidential Information of the other party, (b) not disclose such Confidential Information to any third party, except on a “need to know” basis to third parties that have signed a non-disclosure agreement containing provisions substantially as protective as the terms of this Section provided that the disclosing party has obtained the written consent to such disclosure from the other party, and (c) not use such Confidential Information except in connection with performing its obligations or exercising its rights under this Agreement. Each party is permitted to disclose the other party’s Confidential Information if required by law so long as the other party is given prompt and prior written notice of such requirement prior to disclosure and assistance in obtaining an order protecting such information from public disclosure.
4. Confidentiality of Agreement. Neither party to this Agreement will disclose the terms of this Agreement to any third party without the consent of the other party, except as required by securities or other applicable laws. Notwithstanding the above provisions, each party may disclose the terms of this Agreement (a) in connection with the requirements of a public offering or securities filing, (b) in confidence, to accountants, banks, and financing sources and their advisors, (c) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement, or (d) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.
5. Company Intellectual Property Rights. As between Company and Referrer, Company is and will remain the sole and exclusive owner of all right, title, and interest in and to all intellectual property rights currently held or hereafter developed by Company, including but not limited to the Services, and any underlying intellectual property, including all software, design, code, build, materials, know-how, inventions, and other information or items included in the Services. Referrer has no right, license, or authorization with respect to Company’s intellectual property, including the Services, except as expressly set forth in this Agreement. All other rights in and to the Company’s intellectual property and the Services are expressly reserved by Company.
   1. Anonymized Data. Company owns all data converted into an aggregated, de-identified, or anonymized form through sale, distribution, use, or other utilization of the Services.
   2. Data Privacy. Each party shall comply with all applicable data privacy and protection laws and regulations in the performance of the obligations set forth in this Agreement. Specifically, Referrer shall obtain all necessary consents to disclose personally-identifiable information to Company.

10. Limitation of Liability

1. Disclaimer of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, COMPANY WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO REFERRER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF COMPANY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
2. Cap on Liability. UNDER NO CIRCUMSTANCES WILL COMPANY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY COMPANY TO REFERRER IN THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION).
3. Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE COMMISSION OFFERED BY COMPANY TO REFERRER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE WARRANTIES IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

11. General

1. Independent Contractors. The relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either party the power to (a) act as an agent or (b) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party.
2. Non-Assignability and Binding Effect. Referrer may not assign its rights and obligations under this Agreement without the written consent of Company, except, if Referrer is an entity, pursuant to a merger, acquisition, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their successors and assigns.
3. Notices. Any notice required or permitted to be given under this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth on the signature page of this Agreement and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two (2) business days following the date of mailing or one business day following delivery to a courier.
4. Force Majeure. Nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party.
5. Foreign Corrupt Practices Act. In conformity with the United States Foreign Corrupt Practices Act and with Company’s corporate policies regarding foreign business practices, Referrer and its employees and agents shall not directly or indirectly make and offer, payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act or decision of an official of any government, including the United States Government (including a decision not to act) or inducing such a person to use his influence to affect any such governmental act or decision in order to assist Company in obtaining, retaining, or directing any such business.
6. Governing Law and Litigation. This Agreement is governed by the laws of the State of Utah, without giving effect to provisions related to choice of laws or conflict of laws. The application of the United Nations Convention on the Sale of Goods is not applicable and expressly disclaimed by the parties. Venue and jurisdiction of any lawsuit involving this Agreement exists exclusively in the state and federal courts in Utah County, Utah, unless either party seeks injunctive relief that, in that party’s reasonable and good faith judgment, would not be effective unless obtained in some other venue. The non-prevailing party in any lawsuit arising from or relating to this Agreement shall pay the prevailing party’s costs, including reasonable attorney fees.
7. Remedies Cumulative. The remedies provided to the parties under this Agreement are cumulative and will not exclude any other remedies to which a party may be lawfully entitled.
8. Waiver and Severability. The waiver by either party of any breach of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation under this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement. If any part of this Agreement is unenforceable, the remaining portions of this Agreement will remain in full force and effect.
9. Drafting and Interpretation. The parties have had an equal opportunity to participate in the drafting of this Agreement and the attached exhibits. No ambiguity will be construed against any party based upon a claim that that party drafted the ambiguous language. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders.
10. Entire Agreement. This Agreement, including any exhibits, is the final and complete expression of all agreements between these parties and supersedes all previous oral and written agreements regarding these matters. Company reserves the right to modify or otherwise update this Agreement at any time. Company will use commercially reasonable efforts to notify Referrer of any changes to this Agreement. Referrer’s continued action under any modified version of this Agreement constitutes Referrer’s acceptance of any changes made to this Agreement.