Terms and Conditions

These terms and conditions ("Terms") apply to the HR Options Referral Rewards Program (the "Program") offered by HR Options and its participating U.S. and Canadian affiliates (collectively, "HR Options").

The purpose of the Program is to encourage eligible individuals to introduce HR Options to prospective clients that may benefit from HR Options' employment and workforce solutions.

An individual who submits a referral through an HR Options referral form, a referral link provided by HR Options, or directly to an authorized HR Options representative is referred to as a "Participant." These submission methods are collectively referred to as the "Referral Form."

A prospective client that satisfies the requirements described in these Terms is referred to as a "Qualified Referral." A Qualified Referral that enters into an eligible services agreement with HR Options is referred to as a "Referred HR Options Client."

By submitting a referral or otherwise participating in the Program, the Participant acknowledges and agrees to be bound by these Terms and the HR Options Privacy Policy, each as amended from time to time.

All determinations relating to the Program — including eligibility to participate, whether a referral qualifies, which Participant is entitled to a reward, and the amount and timing of any reward — will be made by HR Options in its sole and final discretion, subject to applicable law.

These Terms are independent of any other relationship or agreement between the Participant and HR Options.

To participate in the Program, a Participant must:

• Submit complete, current, and accurate referral information to HR Options.
• Be at least eighteen years old or have reached the age of majority in the Participant's jurisdiction, whichever is higher.
• Have a legitimate, pre-existing personal or professional relationship with the prospective client or its authorized representative.
• Have obtained the prospective client's express permission to share its contact information with HR Options and to permit HR Options to contact the prospective client regarding its services.
• Not be prohibited from participating in a referral program by applicable law, professional rules, contractual obligations, employer policies, or the prospective client's internal policies.
• Not be a quota-carrying member of the HR Options sales team, an officer or director of HR Options, a member of the HR Options board, or an immediate family or household member of any such individual.
• Not be participating under a separate broker, channel, alliance, referral, reseller, consulting, or partnership agreement with HR Options that provides compensation for the same referral, unless HR Options expressly authorizes participation in writing.
• Not be a paid employee of the business being referred, a member of its procurement team, a person participating in the decision to purchase HR Options services, or an authorized signer of the resulting services agreement.
• Not solicit or submit referrals through purchased lists, scraped contact information, harvested email addresses, unsolicited mass communications, automated lead-generation campaigns, or similar methods.
• Not make any false, misleading, or unauthorized statement regarding HR Options, its services, pricing, capabilities, clients, or business relationships.
• Not be a government official, public-sector employee, or other individual whose receipt of a referral reward could violate an anti-bribery law, ethics rule, procurement restriction, or organizational policy.

HR Options may request documentation establishing a Participant's eligibility at any time.

An eligible Participant may submit a referral as a trusted advisor to the prospective client.

For purposes of the Program, a "Trusted Advisor" is an independent professional who has a legitimate, pre-existing advisory relationship with the prospective client. Trusted Advisors may include accountants, attorneys, consultants, benefits professionals, financial advisors, business advisors, or other professional service providers.

A Trusted Advisor must:

• Be authorized to share the prospective client's information with HR Options.
• Provide services primarily for the benefit of the prospective client rather than HR Options.
• Disclose the existence of a potential referral reward to the prospective client whenever required by law, professional obligations, contract, or the prospective client's policies.
• Not participate in the prospective client's procurement decision in a manner that would make receiving a referral reward improper.
• Not be compensated for the same referral under another agreement with HR Options.

Being identified as a Trusted Advisor does not automatically make a referral eligible for a reward.

A referral must satisfy all applicable requirements below to be considered a Qualified Referral.

3.1 Accurate Information

All information submitted to HR Options must be complete and accurate in all material respects. This includes the prospective client's name, contact information, business information, anticipated service needs, and the Participant's relationship with the prospective client.

3.2 New Business Opportunity

The prospective client must represent a new business opportunity for HR Options.

A referral will generally not qualify if the prospective client or substantially the same opportunity:

• Is already recorded as an active lead or sales opportunity in HR Options' systems.
• Has been contacted by HR Options regarding the same or substantially similar services within the previous ninety calendar days.
• Is already engaged in active discussions, evaluations, proposals, negotiations, or contracting activities with HR Options.
• Was previously submitted by another Participant.

HR Options' internal business records will control when determining whether a prospective client is already known to HR Options or which Participant submitted the first eligible referral.

3.3 Current and Former Clients

The prospective client must not be:

• A current HR Options client.
• A former HR Options client whose relationship with HR Options ended within the previous twenty-four months.
• A parent, subsidiary, commonly controlled entity, commonly owned business, successor, spin-off, division, or affiliate of a current HR Options client, unless HR Options approves the referral in writing.
• A business established primarily to restructure, replace, transfer, or continue services already being provided to a current HR Options client.

3.4 Current Workers and Client Employees

A referral of an individual worker, standing alone, does not qualify as a client referral.

The prospective client must not consist solely of:

• A person currently employed by HR Options under an Employer of Record or outsourced employment arrangement.
• An employee of a current HR Options client.
• An individual seeking employment, payroll, benefits, leave, or HR assistance for themselves rather than on behalf of a prospective business client.

The Program is intended to generate new business relationships with organizations purchasing HR Options services.

3.5 Existing Relationship and Consent

The Participant must have a genuine, pre-existing relationship with the prospective client or its authorized representative.

The Participant may not submit:

• Individuals unknown to the Participant.
• Contacts obtained from purchased, rented, scraped, or harvested lists.
• Contacts obtained through unsolicited mass email, automated outreach, spam, or other indiscriminate solicitation.
• A person or business that has not authorized the Participant to share its information.

The Participant must have the prospective client's express consent to:

• Share its information with HR Options.
• Permit HR Options to contact it.
• Discuss the business needs identified in the referral.

HR Options may request evidence of this consent.

3.6 Geographic and Service Fit

A prospective client may be headquartered in the United States, Canada, or another country, provided that it has a legitimate need for an eligible HR Options service involving workers or operations in the United States or Canada.

Eligible services may include:

• United States Employer of Record services.
• Canadian Employer of Record services.
• Cross-border employment services involving the United States or Canada.
• Managed Payroll Services.
• HR Consulting Services.
• Leave Administration Services.
• Other employment, workforce, or HR services that HR Options expressly designates as eligible for the Program.

The prospective client must operate in an industry and jurisdiction that HR Options is able and willing to serve.

3.7 Business and Service Requirements

The prospective client must:

• Satisfy any service-specific employee-count, payroll, engagement-size, credit, underwriting, compliance, or operational requirements established by HR Options.
• Provide all information and documentation reasonably requested by HR Options.
• Successfully complete any applicable client review, credit review, risk review, or underwriting process.
• Enter into the applicable HR Options services agreement.
• Complete implementation or onboarding requirements.
• Pay all required deposits, payroll funding amounts, setup fees, invoices, and other charges when due.

HR Options retains full discretion to determine whether it will accept a prospective client, which services it will offer, and the commercial terms under which it will provide those services.

A referral reward is available only for services designated by HR Options as eligible at the time the referral is submitted. Eligible services may include:

4.1 Employer of Record Services

HR Options may serve as the Employer of Record for workers in the United States or Canada and provide associated employment administration, payroll, tax, benefits, onboarding, offboarding, compliance, and employee-support services.

An individual employed by HR Options or a participating affiliate under an Employer of Record arrangement for a Referred HR Options Client is referred to as an "EOR Employee."

4.2 Managed Payroll Services

HR Options may provide managed payroll administration and related payroll-support services for employees who remain employed by the Referred HR Options Client.

An employee included in the Referred HR Options Client's first eligible paid payroll invoice is referred to as a "Managed Payroll Employee."

4.3 HR Consulting Services

HR Options may provide project-based, hourly, ongoing, or other consulting services involving HR compliance, policies, employee relations, performance management, workforce planning, benefits administration, onboarding, offboarding, training, organizational support, or related HR matters.

4.4 Leave Administration Services

HR Options may provide leave-administration services involving leave intake, eligibility review, notices, documentation, certification, employee communications, employer communications, leave tracking, return-to-work administration, reporting, and related support.

Unless a referral offer expressly states otherwise, all reward amounts stated in these Terms are in U.S. dollars.

A Participant is not entitled to a reward merely because a referral was submitted or a meeting was scheduled. All applicable requirements must be satisfied and verified by HR Options.

5.1 Completed Qualified First Meeting Reward

If a Referral results in a Completed First Meeting that HR Options deems a Qualified Prospect, the Participant may be eligible to receive a digital gift card or virtual incentive account with a value of $100 ("Meeting Reward").

The Meeting Reward will generally be delivered within sixty calendar days after the Completed First Meeting, subject to verification.

A "Qualified Completed First Meeting" must satisfy all of the following:

• HR Options records the meeting as completed in its customer relationship management system or other internal business system.
• The meeting includes a decision-maker or authorized representative with meaningful authority to evaluate or purchase HR Options services.
• The decision-maker has a legitimate business need and demonstrates genuine interest in learning about HR Options services.
• The prospective client has not already been determined to be ineligible or unsuitable for HR Options services.
• The meeting occurs within fourteen business days after the referral is submitted, unless HR Options approves a different period.
• The meeting is substantive and goes beyond a brief introduction, cancellation, rescheduling, or request for general information.
• The meeting is attended by an authorized HR Options sales or business-development representative.

The Meeting Reward may be offered only for certain services, campaigns, Participants, or referral periods. HR Options may identify those limitations on the Referral Form or in written Program materials.

5.2 Employer of Record Referral Reward

If a Qualified Referral becomes an Employer of Record client, the Participant may be eligible for a one-time cash reward of $250 per eligible EOR Employee included in the Referred HR Options Client's first complete payroll that is processed and fully funded through HR Options ("EOR Referral Reward").

The maximum EOR Referral Reward is $5,000 per Referred HR Options Client.

Only EOR Employees who:

• Have completed HR Options onboarding requirements;
• Are actively employed under the applicable EOR arrangement;
• Are included in the first complete funded payroll; and
• Otherwise satisfy HR Options' eligibility requirements

will be included in the reward calculation.

Workers added after the first complete funded payroll will not increase the EOR Referral Reward unless HR Options agrees otherwise in writing.

To qualify for an EOR Referral Reward, the Qualified Referral must:

• Enter into an Employer of Record services agreement within ninety calendar days after the referral submission or before the associated opportunity is marked closed or no longer active in HR Options' systems, whichever occurs first.
• Complete onboarding and fund its first complete payroll.
• Remain an active HR Options client for at least ninety calendar days.
• Be in good standing when the reward is approved and paid.
• Have paid all required invoices, payroll funding amounts, deposits, taxes, fees, and other amounts due to HR Options.
• Not have become commonly owned or commonly controlled with a current HR Options client before the applicable services agreement is executed.
• Not have materially reduced, cancelled, or restructured the engagement for the purpose of affecting the reward calculation.

5.3 Managed Payroll Services, HR Consulting, and Employee Leave Management Referral Rewards

If a Qualified Referral becomes a paying customer of Managed Payroll Services, or HR Consulting, or Employee Leave Management client, the Participant may be eligible for a one-time cash reward of $100 per employee ("Services Referral Reward").

The maximum Managed Payroll Referral Reward is $5,000 per Referred HR Options Client.

Only employees included in the first eligible paid invoice will be used to calculate the reward. Employees added after that invoice will not increase the reward unless HR Options agrees otherwise in writing.

To qualify for a Services Referral Reward, the Qualified Referral must:

• Enter into a Services agreement within ninety calendar days after the referral submission or before the associated opportunity is marked closed or no longer active in HR Options' systems, whichever occurs first.
• Complete payroll implementation and required setup activities.
• Pay its first eligible Services invoice in full.
• Remain an active HR Options client for at least 30 calendar days.
• Be in good standing when the reward is approved and paid.
• Have paid all required invoices, fees, deposits, and other amounts due to HR Options.
• Not have become commonly owned or commonly controlled with a current HR Options client before the applicable services agreement is executed.

5.4 Multiple Services

A referral that purchases more than one HR Options service will generally qualify for only one cash referral reward.

Unless HR Options agrees otherwise in writing:

• The Participant will receive the single highest-value reward for which the referral qualifies.
• Rewards may not be combined, stacked, duplicated, or claimed under multiple HR Options programs.
• Additional services purchased after the initial engagement will not create an additional reward.

A Meeting Reward may be provided in addition to a cash referral reward when expressly permitted under the applicable Program offer.

5.5 Duplicate Referrals

If more than one Participant submits the same prospective client, HR Options will determine which referral, if any, is eligible.

HR Options may consider:

• The date and time each complete referral was received.
• Whether the Participant had a genuine pre-existing relationship with the prospective client.
• Whether the Participant obtained the required consent.
• Whether the referral directly resulted in the business opportunity.
• Whether the prospective client was already known to HR Options.

HR Options' determination will be final, subject to applicable law.

An HR Options employee may participate only when permitted by HR Options and these Terms.

An employee must:

• Be eligible under the Program rules in effect at the time of submission.
• Be actively employed by HR Options when the referral is submitted and when any reward is distributed.
• Submit the referral on their own behalf and based on a genuine personal or professional relationship.
• Not submit a referral obtained through the normal performance of their assigned job responsibilities.
• Not be a quota-carrying sales employee, officer, director, board member, or another employee category excluded by HR Options.
• Comply with all HR Options conflict-of-interest, confidentiality, ethics, and employee policies.

If an employee submits a referral on behalf of a current HR Options client, advisor, broker, or another person, the employee will not be eligible for the associated reward unless HR Options expressly approves the arrangement in writing.

Employee rewards may be paid through payroll and will be subject to applicable taxation, deductions, and withholding.

7.1 Verification

Participants may be required to complete tax forms, payment forms, identity-verification documents, certifications, affidavits, or other documentation before receiving a reward.

No reward will be issued until HR Options has verified that all applicable requirements have been satisfied.

7.2 Payment Timing

Cash rewards will generally be paid no earlier than ninety days after the Participant becomes eligible.

Payment remains subject to:

• Verification and approval by HR Options.
• Completion of the applicable client onboarding or implementation.
• Payment of the Referred HR Options Client's required invoices, payroll funding, deposits, or project fees.
• The client remaining active and in good standing for the required period.
• The Participant providing all requested tax and payment documentation.

Administrative, banking, tax, processing, or compliance delays may affect the payment date.

7.3 Payment Method

Rewards may be issued by:

• Digital gift card or virtual incentive account;
• Check;
• ACH or electronic funds transfer;
• Employee payroll; or
• Another payment method selected by HR Options.

The Participant is responsible for providing accurate payment information.

7.4 Reward Substitution

Participants may not request cash in place of a gift card or demand a different reward.

HR Options may substitute a reward with another reward of equal or greater value when the originally identified reward is unavailable or impractical.

A reward provided by a third-party vendor may be subject to the vendor's fees, terms, expiration dates, minimums, geographic restrictions, or other conditions. HR Options is not responsible for restrictions imposed by a third-party reward provider.

7.5 Nontransferability

Rewards:

• Are personal to the eligible Participant.
• May not be sold, assigned, transferred, pledged, or exchanged.
• May not be split among multiple Participants unless HR Options approves the arrangement in writing.
• Have no value until formally approved and issued by HR Options.

7.6 No Agency Relationship

Participation in the Program does not make the Participant an employee, contractor, agent, representative, broker, partner, or joint venturer of HR Options.

A Participant may not:

• Negotiate on behalf of HR Options.
• Quote or establish HR Options pricing.
• Make warranties or commitments on behalf of HR Options.
• Represent that they are authorized to bind HR Options.
• Use HR Options' name, logo, trademarks, marketing materials, or other intellectual property without written permission.

7.7 Conflicts and Anti-Bribery Compliance

A Participant must not offer, promise, share, or transfer a reward to improperly influence a purchasing decision.

A Participant must not participate when a reward would:

• Violate an applicable anti-bribery, anti-corruption, kickback, procurement, or ethics law.
• Violate the prospective client's internal policies.
• Violate the Participant's employment agreement, professional obligations, or fiduciary duties.
• Create an undisclosed conflict of interest.
• Be paid directly or indirectly to a government official or public-sector decision-maker in violation of applicable law.

HR Options may cancel or withhold a reward when it reasonably believes that payment could violate a law, policy, contract, or ethical obligation.

7.8 Program Administration

HR Options reserves the right to:

• Determine a Participant's eligibility.
• Determine whether a referral is qualified.
• Accept or reject a prospective client.
• Decide which services it will offer.
• Establish the terms under which it will do business.
• Interpret these Terms.
• Correct errors in referral records or reward calculations.
• Withhold, reduce, cancel, or recover a reward issued in error or obtained through fraud, misrepresentation, duplication, manipulation, or violation of these Terms.

All questions and disputes regarding the Program will be resolved by HR Options in its sole discretion, subject to applicable law.

7.9 Lost or Delayed Submissions

HR Options is not responsible for referrals, communications, records, or rewards that are lost, incomplete, inaccurate, misdirected, delayed, corrupted, destroyed, intercepted, or submitted through an unauthorized method.

To the extent permitted by applicable law, HR Options may modify, suspend, limit, replace, or terminate the Program or these Terms at any time, with or without prior notice.

Changes may include:

• Changing eligibility requirements.
• Adding or removing eligible services.
• Changing reward amounts, calculations, maximums, or payment methods.
• Limiting the Program to particular locations, campaigns, Participants, or time periods.
• Suspending referrals or reward payments while HR Options investigates potential fraud, abuse, legal concerns, or administrative errors.

Unless HR Options states otherwise, a referral will be evaluated under the Program terms and reward offer in effect when the complete referral was received.

Termination of the Program will not create a right to a reward for a referral that had not fully satisfied all applicable requirements.

Rewards may be subject to federal, state, provincial, territorial, local, or other taxes.

The Participant is solely responsible for:

• Determining the Participant's tax obligations.
• Reporting rewards as required by applicable law.
• Paying any taxes, fees, assessments, or charges associated with a reward.

HR Options may require a Participant to provide a completed Form W-9, Form W-8, Canadian tax documentation, taxpayer identification information, banking information, or other documentation required to process or report a payment.

HR Options may report rewards to tax authorities and issue applicable tax forms as required by law.

Rewards paid to HR Options employees may be treated as taxable compensation, subject to applicable payroll reporting, withholding, and deductions.

If a Participant does not provide requested tax, identity, or payment documentation within 180 days after HR Options' request, HR Options may rescind and void the reward to the extent permitted by law.

By submitting a Referral Form or otherwise providing referral information, the Participant agrees that HR Options may collect, process, store, and use the information provided for purposes including:

• Administering the Program.
• Evaluating the referral.
• Contacting the prospective client.
• Providing information about HR Options' products and services.
• Managing sales, contracting, implementation, and client-service activities.
• Preventing fraud and verifying eligibility.
• Complying with legal, regulatory, tax, and recordkeeping obligations.

Information will be handled in accordance with the HR Options Privacy Policy and applicable privacy and data-protection laws.

The Participant represents and warrants that the Participant has obtained all required permissions and express consents to:

• Share the prospective client's information with HR Options.
• Allow HR Options to contact the prospective client by email, telephone, or other appropriate means.
• Provide the information contained in the referral.

The Participant must not provide sensitive personal information, employee medical information, payroll data, government identification numbers, financial account information, or other confidential employee data through the Referral Form unless HR Options expressly requests it through an approved secure method.

The Participant may receive administrative communications relating to the Program and, where legally permitted, marketing communications from HR Options. Communication preferences may be managed through the methods identified in the applicable HR Options communication or privacy notice.

Except where applicable law requires otherwise, the Program and these Terms will be governed by the laws of the State of California, without regard to its conflict-of-law principles.

Mandatory federal, state, provincial, territorial, or local laws that cannot legally be waived will continue to apply.

Any dispute arising out of or relating to the Program, these Terms, a referral, or a reward will be resolved through confidential, binding individual arbitration administered by the American Arbitration Association or another mutually agreed arbitration provider.

Unless the parties agree otherwise, arbitration will take place:

• In Contra Costa County, California;
• Remotely by video or telephone; or
• At another location determined to be reasonable and legally permissible.

The arbitrator will have authority to award any remedy available under applicable law but may not consolidate claims or conduct a class, collective, or representative proceeding unless applicable law requires otherwise.

Either party may bring an eligible individual claim in small claims court. HR Options may also seek temporary or injunctive relief in a court with jurisdiction to protect confidential information, intellectual property, or prevent fraud or misuse of the Program.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HR OPTIONS AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SERVICE PROVIDERS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO:

• THE PROGRAM;
• PARTICIPATION OR INABILITY TO PARTICIPATE IN THE PROGRAM;
• THE SUBMISSION, PROCESSING, ACCEPTANCE, REJECTION, LOSS, OR DELAY OF A REFERRAL;
• THE USE OR INABILITY TO USE A REFERRAL FORM, WEBSITE, PORTAL, LINK, OR RELATED MATERIAL;
• ANY ERROR, OMISSION, INTERRUPTION, INACCURACY, OR TECHNICAL FAILURE;
• THE DETERMINATION, CALCULATION, ADMINISTRATION, DELIVERY, WITHHOLDING, CANCELLATION, OR PAYMENT OF A REWARD;
• THE ACTS, OMISSIONS, TERMS, RESTRICTIONS, OR SERVICES OF A THIRD-PARTY REWARD OR PAYMENT PROVIDER; OR
• HR OPTIONS' DECISION TO ACCEPT, REJECT, OR TERMINATE A BUSINESS RELATIONSHIP WITH A PROSPECTIVE OR REFERRED CLIENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HR OPTIONS' TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE PROGRAM WILL NOT EXCEED THE VALUE OF THE REWARD THAT THE PARTICIPANT WAS FINALLY DETERMINED TO BE ELIGIBLE TO RECEIVE.

Some jurisdictions do not permit certain limitations or exclusions of liability. In those jurisdictions, the limitations will apply only to the maximum extent permitted by law.

Any dispute, claim, or cause of action brought by an HR Options employee arising out of or relating to the Program or a reward will be handled in accordance with the employee's applicable employment agreements, dispute-resolution agreements, workplace policies, and mandatory employment laws.

If any provision of these Terms is found to be unlawful, invalid, or unenforceable, that provision will be enforced to the maximum extent permitted by law or modified to the minimum extent necessary to make it enforceable.

The remaining provisions will remain in full force and effect.

HR Options' failure to enforce any provision of these Terms will not constitute a waiver of that provision or HR Options' right to enforce it later.

A waiver will be effective only if it is in writing and authorized by HR Options.

These Terms, together with the applicable Referral Form, written reward offer, Privacy Policy, and any Program-specific communications issued by HR Options, constitute the complete terms governing the Program.

If there is a conflict between these Terms and a written referral offer issued by HR Options, the written referral offer will control solely with respect to the specific reward amount, eligible service, campaign period, or other term expressly addressed in that offer.