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SurePayroll Referral Program Terms and Conditions

These Terms and Conditions of Use (“Terms”) are an agreement between SurePayroll and You and apply to the SurePayroll Referral Program (the "Program") described in these Terms. You agree to be bound by these Terms, including any modifications from time to time, as they relate to the Program. If You do not agree to these Terms, either do not enroll in or use the Program or opt out of the Program as set forth below. "You" and "Your" means you, your company, and your employees whom you have enrolled as "users" of the Program, all of which agree to be bound by these Terms, any applicable additional terms, policies and any other terms and guidelines found throughout the Program.

1. THE PROGRAM. The Program consists of the ability to access the referral portal operated by third party vendor SaaSquatch within your SurePayroll account and make referrals to SurePayroll. SaaSquatch receives your name, email and SurePayroll client number, but will not use this information other than to provide the services outlined below.

(a.) Enrolled and Participating in the Program. You are enrolled and able to become active in the Program one of the following ways:

1. As a SurePayroll customer, you are automatically enrolled in the program upon your SurePayroll account activation and initial login to SurePayroll. You will be able to access the Program after logging into your payroll account. Customers who actively participated in SurePayroll’s previous program operated by Ambassador will see all pending referrals or payments in the new Program.
2. If you are not an active SurePayroll customer, you may join the Program by accessing the "Not a SurePayroll Customer” section of the landing page.
3. If you leave SurePayroll’s services, you will no longer have access to the existing customer Program, however your Pending referrals will continue to be paid out. If you would like to continue to make new referrals, you can do so as a non-customer by completing a new enrollment in our non-customer referral version of the Program.

(b.) Program Term. Your term begins automatically upon activation of your SurePayroll account and You will be automatically reenrolled annually following expiration of your initial Term and any renewal Term for an additional Term of 364 days. You or SurePayroll may terminate these Terms and Your access to the Program at any time by emailing referrals@surepayroll.com.

(c.) Referring SurePayroll clients enrolled in any other SurePayroll referral programs or being paid under any other agreement with SurePayroll are ineligible for this Program.

By participating in the Program, You will be able to submit referrals in the Program in exchange for rewards for Your successful referrals (as defined below). Your rewards will be delivered to You in accordance with these terms and conditions.

(a.) In order to be a qualified referral, the following criteria must be satisfied:

1. You are an active member of the Program.
2. Your completed referral form is submitted using Program tools contained within the referral portal in one of the following ways:
   • Utilizing a unique URL from the Program portal on social media, email, or other digital means, Prospect will access Your referral link and complete enrollment to become an active customer.
   • Working with Your SurePayroll Sales representative, a referral may be manually added to the Program, as long as the referral is received and processed before the Prospect running their first payroll.
3. Your Prospect must complete the enrollment process, process payroll, and remain an active customer for at least 60 days following their initial payroll.
4. Your Prospect is not a SurePayroll current client, nor a prospect of a SurePayroll sales representative within the last 120 days.
5. Returning SurePayroll clients that were previously with SurePayroll must have terminated their SurePayroll services at least 30 days before the referral to be considered a new prospective client.

(b.) There is no limit to either the number of qualified referrals or reward payouts.

2. REWARDS/CREDITS. For the first three (3) qualified General Business referrals by You in a calendar year, You will earn up to one (1) year of free payroll (maximum credit of $1000), redeemable beginning with the next calendar year. For each additional qualified referral, You will receive a reward as described below:

• Successful referrals for SurePayroll’s Household payroll product are eligible for a $100 reward.
• Successful referrals for SurePayroll’s General Business payroll product are eligible for a $300 reward.
• Rewards will be based on the product of the Prospect, not the referring party’s current product.
• SurePayroll reserves the right to offer limited time promotions that will offer variations on rewards within certain timeframes and business segments. For those opportunities, any necessary additional terms and conditions will be supplied along with promotional materials and further supported within the Program portal. Any limited time promotions will be instead of and not in addition to the above rewards structure, unless otherwise stated in that offer.

Referral rewards may take up to 30 days to be awarded following qualification. In the event that SurePayroll requires that You complete a W-9 Form, the referral reward may take up to 30 days after the completed Form is submitted to SurePayroll to be awarded. One year free payroll reward will be issued as a credit on Your Sure Payroll account and will be applied for the next calendar year of service. The reward of one-year free payroll must be used over twelve (12) consecutive months. Termination of services prior to the end of the twelve months, for any reason, forfeits the remaining months and no refund will be issued. To qualify for an additional year, you must complete three new qualified general business referrals before the start of the next calendar year. Any amount not used within this timeframe will be forfeited. Credits may not be shared or transferred and may be used only by the referring client.

SurePayroll reserves the right to adjust reward amounts and free payroll credit amounts at any time in its sole discretion. Additional information about any programmatic changes will be made available in the Program portal, associated promotional materials and/or personal or digital communications.

The Program and its rewards are only valid in the United States. Void where prohibited.

3. MARKETING ACTIVITIES AND TRADEMARK USAGE GUIDELINES. You can promote SurePayroll to Your network (“Prospects”) through joint marketing related activities, as more particularly set forth herein, to assist SurePayroll in the promotion and sale of the Services to Prospects.

(a.) In the Program portal, SurePayroll will provide You with marketing assets to use to market and promote SurePayroll services to Prospective clients (“Prospects”).

(b.) Use of #Sponsored and Disclosure of Incentive. Each precomposed social media post must include #sponsored in accordance with FTC guidelines and to openly disclose You are receiving an incentive. Each marketing asset will present a hyperlink for the Prospect to use. The hyperlink will direct the Prospect to a landing page where the Prospect can complete a form to be contacted by SurePayroll regarding payroll service. The Prospect must complete all required fields for the form to be submitted. In addition to marketing assets from SurePayroll, You may submit referrals/Prospects on a form found in the Program portal or on the SurePayroll website. All required fields must be completed by You for the referral to be submitted. If you fail to include required disclosures, SurePayroll may disqualify you from the Program and forfeit any rewards.

(c.) Referrals may also be given to SurePayroll sales representatives verbally or in writing. The information must be received and processed before the referred Prospect runs their first payroll.

(d.) All materials not supplied by SurePayroll, media releases, and public announcements by You relating to these terms and conditions or the Services (including, but not limited to, promotional or marketing material sent to Prospects) shall be coordinated with, and approved in writing by, SurePayroll prior to the release thereof. You agree that You will not, without the prior written consent of SurePayroll in each instance:

1. use in advertising, publicity, or otherwise, SurePayroll’s name, or any affiliate or subsidiary of SurePayroll, or any partner, or employee of SurePayroll, or any trade name, trademark, trade device, logo, service mark, domain name, symbol or any abbreviation, contraction or simulation thereof owned by SurePayroll or its affiliates or subsidiaries (collectively, the “SurePayroll Marks”);
2. use the SurePayroll Marks in any manner that might express or imply SurePayroll’s affiliation, sponsorship, endorsement, or approval other than as consistent with these terms and conditions, or
3. represent, directly or indirectly, that any product or any services provided by You has been approved or endorsed by SurePayroll (unless specifically so approved or endorsed pursuant to a separate agreement).

Any materials You plan to use for advertising, media releases, marketing or educational purposes which involve these terms and conditions or that identify SurePayroll or the Services covered hereby, must be reviewed and approved in writing by SurePayroll before being used. SurePayroll may make available to You certain standard SurePayroll marketing and/or promotional literature and marketing materials promoting the Services that You will be permitted to distribute as part of Your marketing activities under these Terms. SurePayroll agrees that it will not, without Your prior written consent in each instance, (i) use in advertising, publicity, or otherwise, Your name, Your company, affiliate or subsidiary, or any trade name, trademark, trade device, service mark, domain name, symbol or any abbreviation, contraction or simulation thereof owned by You or (ii) represent, directly or indirectly, that any product or any Services provided by SurePayroll has been approved or endorsed by You. Any materials SurePayroll plans to develop on its own and use for advertising, media releases, marketing or educational purposes which specifically relate to these Terms and which identify You, must be reviewed and approved in writing by You before being used (such approval not to be unreasonably withheld).

(e.) Use of SurePayroll Marks. Subject to and expressly conditioned upon compliance with these Terms (including but not limited to section 3(d) above), SurePayroll hereby grants You a worldwide, nonexclusive, nontransferable, royalty-free, personal right to use the SurePayroll Marks solely as provided by SurePayroll to You or as approved by SurePayroll prior to their use. SurePayroll grants no rights other than those expressly granted herein. You acknowledge SurePayroll’s sole ownership of the SurePayroll Marks and all associated goodwill and agree that, except for use of the SurePayroll Marks as approved in advance in writing by  SurePayroll in connection and consistent with these Terms, You will not directly or indirectly at any time adopt, use, or register any SurePayroll trade names, trademarks, logos, service marks, certification marks, domain names, trade dress, or other similar or dilutive identifier, in whole or in part, in connection with any business, goods or services. You agree that all use of the SurePayroll Marks by You will inure to the benefit of SurePayroll. In all materials, display of the SurePayroll trademark must include the ® symbol and the attribution clause: “SurePayroll is a registered trademark owned by SurePayroll, Inc.” You agree that the manner of use and display of the SurePayroll Marks will conform to the quality and use standards set and controlled by SurePayroll, as amended from time to time. SurePayroll reserves the right to periodically review Your use of the SurePayroll Marks and You agree to immediately correct any conditions as directed by SurePayroll but in no event later than five (5) days following notice from SurePayroll. You shall cooperate fully with SurePayroll to facilitate periodic review of any use by You of the SurePayroll Marks and of Your compliance with the SurePayroll Quality and Use Guidelines. You agree to notify SurePayroll within 10 business days of any changes to the information provided by You or to any approved use. Upon termination of these Terms or notice to cease and desist use of the SurePayroll Marks for any reason, You agree to remove any links to SurePayroll’s web site within two business days of receiving SurePayroll’s termination or cease and desist notice and to cease all use of the SurePayroll Marks upon the earlier of depletion of existing supply of approved materials or 30 days after receiving SurePayroll’s termination or cease and desist notice.

Disclaimer of Warranties. SUREPAYROLL MAKES NO WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SUREPAYROLL MARKS, INCLUDING ANY WARRANTY OF NON- INFRINGEMENT, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL SUREPAYROLL BE LIABLE FOR ANY DAMAGES FOR TERMINATION OF THESE TERMS OR FOR YOUR USE OF THE SUREPAYROLL MARKS, INCLUDING, BUT NOT LIMITED TO, ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOSS OF BUSINESS PROFITS) ARISING FROM OR RELATED TO YOUR MARKETING, DISTRIBUTION, ANY USE OR TERMINATION OF USE OF THE SUREPAYROLL MARKS OR WEB SITE, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCHDAMAGES.

(f.) Your Indemnity Obligations. You agree to indemnify, defend, and hold harmless SurePayroll from and against any and all claims, damages, costs, and expenses (including reasonable attorneys' fees) and pay the amount of any adverse final judgment (or settlement to which both parties consent) arising out of or related to any use by You of the SurePayroll Marks or web site.

(g.) These Terms and/or Your participation in the Program does not grant to You or SurePayroll any right or license in, or to, any copyrights in any materials and/or documentation or to any rights of copyright in or to each other’s services or web sites.

(h.) Except as provided for herein, neither party may modify, publish, transfer or assign any material in any media provided by the other party, in whole or part, or without the providing party’s prior written permission. For the purposes of these Terms, re-formatting of materials, without any modification or alteration of the substantive content of the materials is permitted provided that the providing party’s copyright and other intellectual property rights are acknowledged. You and SurePayroll shall each bear responsibility for the cost of its respective joint advertising and promotional activities.

(i.) SurePayroll Use Guidelines. The following terms and conditions apply when using the SurePayroll trademark; any use in violation of these terms and conditions is strictly prohibited. SurePayroll reserves the right to change these guidelines at any time at its sole discretion. You must comply with the guidelines as amended from time to time. Amended Guidelines will be sent to you or may be posted on a SurePayroll or Program site.

Please send updates to contact information or any questions regarding these Guidelines to your SurePayroll Sales Representative.

SurePayroll will provide You with artwork of the SurePayroll trademark embedded in the marketing assets as part of this Program. If used, You must use this artwork, which You may not alter in any way.

1. The SurePayroll trademark may only be used exactly as approved by SurePayroll on marketing materials, documentation, and advertising, including Internet advertising, solely for the purpose of promoting SurePayroll product. You may not use the SurePayroll trademark in a manner that might suggest co-branding or otherwise create potential confusion as to the source of the products or ownership of the SurePayroll trademark. You may not display the SurePayroll trademark in any manner that suggests that Your goods or services are a SurePayroll product, or in any manner that suggests that “SurePayroll” is a part of your product name.
2. The SurePayroll trademark may not be included in any non-SurePayroll trade name, business name, product or service name, logo, trade dress, design, slogan, or other trademark. For example, You may not name Your product “SurePayroll.”
3. The SurePayroll trademark may not be combined with any other symbols, including words, logos, icons, graphics, photos, slogans, numbers, or other design elements.
4. The SurePayroll trademark, or any element thereof, including, but not limited to, SurePayroll’s logo, logotypes, trade dress, and other elements of SurePayroll’s marketing, packaging, and web sites, may not be imitated or used as a design feature in any of Your materials.

4. OWNERSHIP/LICENSE. You acknowledge that all rights, title and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to the Program and the related logos, names, etc. are reserved. The Program, and related software and systems, is the licensed and/or owned property, and embodies the proprietary trade secret technology, of SurePayroll and/or its licensors and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws. SurePayroll grants You a non-exclusive, non- transferable license to use the Program to access Your account. SurePayroll may terminate or suspend Your access to the Program (in whole or in part) at any time, with or without notice.

5. CONFIDENTIALITY. You and SurePayroll will treat all information provided to it by the other as confidential with the same degree of care and confidentially that it provides for its own confidential information; provided that any information provided by a Customer to SurePayroll shall not be covered by this Agreement even if identical information was provided to SurePayroll by You.

6. TERMINATION. These Terms shall apply for so long as You are enrolled in the Program. You do not need to re-enroll in the Program annually as you will be auto-enrolled. If You leave SurePayroll’s service and return as a “new customer”, You will automatically be re-enrolled in the Program.

7. USE OF THE PROGRAM/COMPLIANCE WITH LAWS. You agree to use the Program in accordance with these Terms and in accordance with the instructions and reasonable policies established by SurePayroll or its agents from time to time and communicated to You and/or as posted on any applicable Program web sites. You may not use the Program for any other purpose or interfere with or disrupt Program servers, databases or any network connected to them, or use the Program to violate any law, statute or regulation; or conduct any other illegal activity, or to harvest or otherwise collect information submitted by third parties, including e-mail addresses, without the express consent of such third parties. SurePayroll does not guarantee against any loss or alteration to Your data. You confirm that all information provided by You is accurate and complete and SurePayroll shall have no liability for any errors or inaccuracies in the Program based upon information provided by You or the person accepting these Terms on Your behalf. You will be responsible for Your compliance with all laws and governmental regulations affecting Your business and for any use You may make of the Program. You are solely responsible for any applicable taxes levied or due based on any payments or redemption of rewards points received by You under the Program and to comply with any professional rules regarding use of the Program or points awarded thereunder.

You represent and warrant that the execution, delivery and performance by you of this Agreement will not (i) violate any statute, ordinance, rule, regulation, order, judgment or decree of any court or of any governmental or regulatory body, agency or authority applicable to you, (ii) require any filing with, or require you to obtain any permit, consent or approval of, or require you to give any notice to, any governmental or regulatory body, agency or authority or any other person or entity, except for a filing, consent, approval or notice which would not prevent your ability to perform your obligations hereunder and would not result in any liability to SurePayroll, or (iii) result in a violation or breach by you under any of the terms of any agreement (including your agreement with your clients), license or other instrument or obligation to which you are a party, or by which you or any of your properties or assets may be bound.

8. ACCOUNT SECURITY AND PASSWORDS. You are responsible for safeguarding the confidentiality of your account information and agree to take any and all actions necessary to maintain the privacy of your Authentication for the Program. You are responsible for any use or misuse of Your account or the Program resulting from any unauthorized third party or employee using any Authentication selected by you or issued to you and you agree to notify SurePayroll immediately of any known or suspected unauthorized access to or use of your account, Authentication of any individual user to whom you have issued Authentication or any other breach of security or misuse of the Program known to or suspected by you.

9. DISCLAIMER OF WARRANTIES/LIMITATION OF DAMAGES.

NEITHER SUREPAYROLL NOR ITS LICENSORS OR VENDORS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY OF THE PROGRAM OR ANY INFORMATION, CALCULATIONS, SOFTWARE OR OTHER MATERIALS OR RESULTS INCLUDED IN OR AVAILABLE THROUGH THE PROGRAM, FOR ANY PURPOSE.

THE PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SUREPAYROLL AND ITS LICENSORS AND VENDORS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THE PROGRAM OR ANY INFORMATION, CALCULATIONS, SOFTWARE OR OTHER MATERIALS OR RESULTS INCLUDED IN OR AVAILABLE THROUGH THE PROGRAM, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

SUREPAYROLL WILL NOT BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES INCLUDING LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION OR LOSS OF INFORMATION THAT YOU MAY INCUR OR EXPERIENCE IN CONNECTION WITH THESE TERMS OR THE PROGRAM, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.

SurePayroll will not be liable for any damage or losses arising out of or otherwise related to (1) Your use of the Program or use by anyone to whom You have given access to the Program; (2) errors, bugs or other defects in the Program; (3) lost information; (4) illegal or criminal activities; (5) mistakes, omissions, interruptions, deletion of files or e-mail, loss of or damage to data, errors, defects, viruses, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction, unauthorized access to Program records, programs or services or any third party actions; or (6) Your actions with Your employees or vendors, or the use of their information.

10. GENERAL. Except as otherwise expressly set forth herein, these Terms supersede any prior agreements on the same subject matter and will govern Your participation in the Program as well as all disclosures and exchanges of Confidential Information by the parties. These Terms do not modify or terminate any existing arrangements or agreements between You and SurePayroll.

These Terms may be modified by SurePayroll from time to time at any time and you are responsible for any updates posted in the Program portal or sent to You by SurePayroll. The failure of You or SurePayroll at any time to enforce any right or remedy available to it under these Terms with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party. These terms and conditions are governed by the laws of the State of New York without giving effect to its conflict of law provisions. You and SurePayroll agree that each is acting independently of the other, that You are not joint venturers, and that neither is an agent of the other. All notices, made under or in connection with these terms and conditions, shall be in writing and shall be deemed to have been given three (3) days after mailed in any general or branch United States Post Office, enclosed in a registered or certified post- paid envelope, if to SurePayroll addressed to: SurePayroll, Attention: Manager, SurePayroll Referral Program, 2700 Patriot Blvd., Glenview, IL 60025. These terms and conditions shall not be assigned by You without SurePayroll’s prior written consent and any attempted assignment without such consent shall be void. Nothing contained in these Terms is intended to create third-party beneficiaries of or under these Terms.

11. THESE TERMS. You should print a copy of these Terms for Your records. If You do not have print capability or You otherwise desire to obtain a hard copy of these terms and conditions please ask Your SurePayroll sales representative or mail your request to SurePayroll, Attention: Manager, SurePayroll Referral Program, 2700 Patriot Blvd., Glenview, IL 60025 to request a hard copy.

By clicking the “Accept” box or by participating in the Program, you acknowledge that you have read, are authorized to sign and do agree to and do accept, these Terms.