Terms & Conditions: Referral Program

These PeopleManagement Referral Program Terms and Conditions are entered into between (a) Staff Management Solutions, LLC; SMX, LLC; SIMOS Insourcing Solutions, LLC (collectively “PeopleManagement”) and the referring party agreeing to these Terms (“Participant” or “Referrer”).

By participating in the PeopleManagement Referral Program (the “Program”), Participant agrees that (a) Participant has full legal authority to enter into this Agreement; (b) Participant has read, understands, and agrees to the terms of this Agreement; (c) Participant’s participation in the program is consistent with Participant’s internal corporate policies, procedures, and requirements, including its Code of Conduct and Business Ethics. If Participant does not agree to this Agreement in its entirety, Participant is not authorized to participate in the Program.

1. Definitions

“Customer” means an entity that procures PeopleManagement Services.

“Eligible Referral” means an eligible net new entity that is not currently or has not been in the past a PeopleManagement Customer. An Eligible Referral may include a net new site or location of a current Company at which PeopleManagement does not currently provide, or has not in the past provided, PeopleManagement Services.

“Ineligible Referral” means government officials, government owned or -controlled entities and any of their employees, active suppliers, representatives, agents, or employees of TrueBlue Inc. or its subsidiaries, political parties, candidates, current or previous PeopleManagement Customers, or any other individuals or entities already in PeopleManagement’s systems.

“Referral Incentive Rebate” means a one-time rebate payment to Participant after twelve (12) months of Eligible Referral procurement of PeopleManagement Services.

“Participant” or “Referrer” means the legal entity and their individual employee(s) participating in the Program.

“PeopleManagement” means Staff Management Solutions, LLC; SMX, LLC; SIMOS Insourcing Solutions, LLC: and each of these entities parent organizations, including TrueBlue, Inc.

“PeopleManagement Services” means the services provided by PeopleManagement to its Customers, including onsite workforce management and other temporary labor services.

“Program” means the PeopleManagement Referral Program.

“Program Guide” means any set of applicable Program terms in addition to these Program Terms that PeopleManagement may make available to Participants that will govern Participant’s continued participation in the Program.

“Program Terms” means the terms and conditions set forth in the PeopleManagement Referral Program Terms & Conditions.

“Prospective Referral” means the entity submitted by a Participant.

“Revenue” means the amount invoiced to a Customer by PeopleManagement.

“Territory” means the United States of America and Canada.

2. Referral Program Overview

Participant will submit the following information to PeopleManagement regarding a Prospective Referral: Entity name; Entity and/or site location; name and email of a contact person at Prospective Referral.  Upon receipt of Prospective Referral, PeopleManagement will determine whether such Prospective Referral is an Eligible Referral or an Ineligible Referral. If such Prospective Referral: (a) is determined by PeopleManagement to be an Eligible Referral; (b) Eligible Referral becomes a Customer of PeopleManagement by signing a contract with a PeopleManagement entity; and (c) Eligible Referral procures PeopleManagement’s services for at least twelve (12) months, Participant entity shall be eligible to receive a Referral Incentive Rebate.

The Referral Incentive Rebate will be based upon a percentage of the amount of Revenue invoiced by PeopleManagement to Eligible Referral during the first twelve (12) months in which Eligible Referral is a Customer procuring PeopleManagement’s Services as follows:

The Referral Incentive Rebate paid to Participant will only be payable one (1) time based upon the Eligible Referral’s Revenue during the Eligible Referral’s first twelve (12) months as a Customer of PeopleManagement. The Referral Incentive Rebate will be payable as a credit to Participant’s invoice for PeopleManagement Services.

3. Compliance

In addition to the other legal requirements in these Program Terms, Participant expressly agrees to comply with the following:

Anti-Bribery Laws and Reporting. Participant will comply with all applicable commercial and public anti-bribery laws (“Anti-Bribery Laws”), including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, which prohibit corrupt offers of anything of value, either directly or indirectly to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage.

“Government officials” include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties. Furthermore, Participant will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform.

Export Control Laws. Participant will comply with all applicable export and re-export control laws and regulations, including (i) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, (ii) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (iii) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State.

If Participant becomes aware of suspicious, illegal, or fraudulent activity occurring in relation to this Agreement, Participant will report the suspicious or fraudulent activity within 24 hours of identification by sending an email to Ethics@trueblue.com.

Certification. Participant represents, warrants, and certifies to PeopleManagement that:

• Participant has legal authority to enter these Program Terms and participate in the Program.
• Individual Participant’s employment contract (if applicable) does not restrict it from participating in the Program.
• Participant’s participation in the Program and receipt of any Referral Incentive Rebate aligns with and fully complies with all Participant entity’s internal business practices, policies, and requirements.
• Each referral submitted by Participant will be reasonably made in good faith as an Eligible Referral.
• Participant will comply with all applicable laws and governmental regulations, including without limitation, as described in this Section 3 above.

4. Prohibited Uses of the Program & Program Restrictions

Participant may only participate in the Program in good faith and in compliance with applicable laws and Participant’s Company’s policies, rules, and procedures.  The following uses of the Program are prohibited, and Participant agree not to use the Program to do any of the following:

• Impersonate any person or otherwise misrepresent any person’s identity.
• Transmit any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (e.g., “spamming”);
• Transmit any file that contains viruses, worms, Trojan horses, or any other contaminating or destructive features.
• Do anything that harms or damages the brand, goodwill, or reputation of PeopleManagement or any service providers that assist PeopleManagement with providing the Program.
• Use any automated system, script, or macro to participate in the Program.
• Resell, barter, trade, auction, or otherwise generate income by providing access to the Program to others.
• Infringe, violate, or otherwise misappropriate the intellectual property rights of PeopleManagement, its service providers, or any third parties.
• Stalk, harass, or harm any other individual.
• Use the Program in any way that PeopleManagement (in its sole and absolute discretion) considers to be unreasonable, excessive, or in bad faith.
• Use the Program in any way that violates Participant’s corporate rules, policies, or procedures.
• Use the Program in any way that breaches any applicable local, national, or international law or regulation, or that is in any way unlawful, fraudulent, or wrongful, or has any unlawful, fraudulent, or wrongful purpose or effect.

Participant represents and warrants that Participant will not use or permit the Program to be used in any prohibited manner.

Referral Incentive Rebates may not be redeemed for cash. Referral Incentive Rebates are not transferable and may not be auctioned, traded, bartered, or sold.

Referral Incentive Rebates are subject to verification. PeopleManagement may delay a Referral Incentive Rebate for the purposes of investigation or for any other reason that, in its sole and absolute discretion, it deems appropriate.

PeopleManagement may prohibit Participants from participating in the Program or may refuse to provide Participants with a Referral Incentive Rebate if, in PeopleManagement’s sole and absolute discretion, PeopleManagement suspects or determines that Participant has not used the Program in good faith, has breached these Program Terms, has violated or intends to violate applicable law, or that Participants use presents potential liability or threat to PeopleManagement, its subsidiaries, affiliates, service providers or any of their respective officers, directors, employees, representatives and agents.

5. Changes or Amendments to the Program Terms

PeopleManagement may at any time in its sole discretion change, modify, update, or amend these Program Terms, the Program, and/or the Referral Incentive Rebate. PeopleManagement may at any time in its sole discretion discontinue or terminate the Program at any time without notice. Following any change or amendment to these Program Terms, Participants continued participation in the Program constitutes Participant’s acceptance of the changed or amended Program Terms as is in force at that time.

6. Licence to Use the Program and Content

The Program is provided via a platform that contains or may certain content (“Content”) including designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other content.  As between Participant and PeopleManagement, all Content is the property of PeopleManagement or its licensors or third-party service providers, and is protected under copyright, trademark, and other laws. Subject to these Program Terms, PeopleManagement authorizes Participant to access and use the platform through which the Program is provided.  This licence is revocable at any time without notice and with or without cause. Unauthorized use of the Content may violate copyright, trademark, and/or other applicable regulations and statutes and is strictly prohibited.

7. Confidentiality

Participants may not disclose the terms, conditions, or existence of any non-public aspect of the Program to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with law.

8. Disclaimers; Limitations of Liability; Indemnification

PeopleManagement accepts no liability for any use of the Program that does not comply with the Program Terms.  Additionally, PeopleManagement will in no case be liable to Participants for any indirect, incidental, special, consequential, or punitive or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible or non-material losses resulting from (i) the use of or the inability to use the Program; (ii) the cost of procurement of substitute goods or services; (iii) technical malfunctions, lost connections, disconnections, delays or transmission errors; (iv) unauthorized access to, corruption of, theft of, alteration of, or loss or destruction of Participant’s transmissions, data, applications, or systems; (v) any damage to any computer or information technology system resulting from participating in, accessing, or downloading the Program; (vi) any virus, bug, computer problem, or unauthorized intervention; (vii) statements, communications, or conduct of any third party; or (viii) any printing, typographical, administrative or technological errors in any websites or materials associated with the Program; or (ix) any other matter relating to the Program.

Participant will defend, indemnify, and hold harmless PeopleManagement, its affiliates, subsidiaries, parent organizations, directors, officers and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising out of: (a) Participant’s participation in the Program; (b) Participant’s breach of any representation or warranty in these Program Terms.

9. Miscellaneous

All claims arising out or relating to these Program Terms will be governed by the laws of the state of Illinois.

If any provision of these Program Terms is found to be unlawful, void, or for any reason unenforceable, such determination will not affect the validity of any other provision and the provision in question shall be reformed to reflect the intent of the provision to the greatest extent permissible.

Notwithstanding anything herein to the contrary, all provisions necessary for their interpretation or enforcement, will survive indefinitely after the termination of these Program Terms and remain in full force and effect and be binding upon the parties as applicable.

No consent or waiver by any party to, or of, any breach or default, by any other party, in its performance of its obligations under these Program Terms will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by all parties. Any rights not expressly granted by these Program Terms are reserved to PeopleManagement

BY ACCEPTING, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE FOREGOING PROGRAM TERMS, AND YOU AGREE THAT YOUR USE OF THE PROGRAM IS AN ACKNOWLEDGMENT OF YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE PROGRAM TERMS.