Partner Referral Terms and Conditions

I. Referral Appointment

Justworks hereby appoints Referring Party as a non-exclusive, independent referral source for potential Justworks customers. Justworks shall provide marketing materials and information for Referring Party’s use. Justworks reserves the right to turn away a potential customer for any reason or no reason, as determined by Justworks in its sole and absolute discretion.

II. Partner Incentives

As used herein, “Lead” means any potential customer that has an interest in learning about Justworks' suite of products and services that (a) is referred by Referring Party to Justworks through the PRM or as otherwise directed by Justworks; and (b) is not a current customer of Justworks.

Referring Party is eligible for the partner incentives described in this Section II for any Lead (each a “Closed Lead”) that (i) is referred by Referring Party in the manner set forth in Section I above; (ii) agrees to the applicable Justworks service agreement(s); (iii) becomes a paying customer of Justworks as a result of Referring Party’s introduction; and (iv) remains a customer of Justworks in good standing (as determined by Justworks in its reasonable discretion).  

Justworks may determine in its sole discretion whether a Lead qualifies as Referring Party’s Closed Lead in the event that (x) such Lead is already engaged with Justworks prior to referral by Referring Party; or (y) such Lead is referred to Justworks by multiple referral sources including Referring Party. 

A. PARTNER TIERS

Referring Party’s partner incentives will be calculated monthly based on Referring Party’s partner tier and Active Lives for the applicable month, as demonstrated on the following table and more fully set forth below.

Monthly Partner Incentive Per Active Life

*Part-time employees that are users of the PEO Plus product will be treated as PEO Basic users for the purposes of calculating incentives.

As used herein, the term “Active Lives” means active users of the Justworks product(s) for whom a Closed Lead pays the applicable Justworks administrative and/or service fee for the applicable month, subject to a cap of 200 Active Lives (across all Justworks products) per Closed Lead. Active Lives include a Closed Lead’s users added after Closed Lead’s first payroll.

In each month for which Referring Party is eligible for incentives, Referring Party’s partner tier is based on the total Active Lives for that month from Closed Leads that Referring Party referred to and closed with Justworks to date across all Justworks products, including historical referred clients predating this Agreement.  

Upon thirty (30) days’ advance notice to Referring Party, Justworks may, in its sole and absolute discretion, modify the tiering and incentive structure described herein.

B. REFERRAL FEE

For each month, Referring Party will receive an incentive fee (the “Referral Fee”) for all of Referring Party’s Active Lives for Closed Leads referred to Justworks by Referring Party since the effective date of this Agreement, based on Referring Party’s applicable partner tier and the applicable Justworks product(s), per the table in Section II.A, above. 

For the avoidance of doubt, for any leads closed under a prior agreement with Justworks prior to the effective date of this Agreement, the terms of the prior agreement continue to apply with respect to such leads, including any terms with respect to referral fees or other incentives thereunder; provided, however, that Justworks may cease to pay such referral fees or other incentives in the event that Referring Party does not actively refer new Leads for a period of one (1) year. 

Justworks will communicate Referral Fee amounts to Referring Party in the month following the calendar month during which payroll is processed with Justworks. Justworks will remit payment of all referral fees to Referring Party via ACH, in a monthly lump-sum payment within sixty (60) days following the calendar month during which the applicable payroll is processed with Justworks.

In order to receive a Referral Fee, Referring Party must provide Justworks or its designee with complete and accurate information about Referring Party and Referring Party’s bank account, including, but not limited to, Referring Party’s contact information, Referring Party’s bank account and routing information for a valid bank account, any applicable tax forms (including a valid W-9 for any Referring Party in the United States), and any information required to conduct applicable sanctions screening. Referring Party hereby acknowledges and agrees that Justworks may utilize certain third parties to process Referral Fee payments and/or applicable sanctions screening and you consent to Justworks sharing your personal information with such third-parties. Failure to cooperate or comply with Justworks’ reasonable instructions with respect to Referral Fee payments may result in a delay or forfeiture of such Referral Fees. Referring Party hereby represents and warrants that neither Referring Party nor (as applicable) any individual or entity that directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns twenty-five percent (25%) or more of the equity interests of Referring Party, nor any individual with significant responsibility to control, manage or direct Referring Party, are a Specially Designated National under rules or regulations of the United States Treasury’s Office of Foreign Assets Control or otherwise subject to sanctions limitations or included on any other sanctions list in any jurisdiction in which Justworks does business. Justworks may decline to pay a Referral Fee if it determines in its sole and absolute discretion that such payment would violate sanctions regulations in any jurisdiction.

C. REFERRAL CUSTOMER REBATE

As an alternative incentive to receiving the Referral Fees described in Section II.B, Referring Party may elect to provide Closed Leads with a rebate off their Justworks service fees in the form of an invoice credit, equal to the incentives described in Section II.A based on Closed Lead’s payroll date and Active Lives, and Referring Party’s partner tier. For the avoidance of doubt, if Referring Party elects to apply a customer rebate, such election shall apply to all Closed Leads, and it will not receive a Referral Fee.

III. Termination

Either party may terminate this Agreement at any time by providing written notice to the other party at least ten (10) days prior to the anticipated date of termination. In the event of termination by Justworks under this paragraph, Referral Fees shall continue to be paid to Referring Party for a period of twelve (12) months on Referring Party’s Active Lives on Closed Leads closed before the effective date of termination. 

Additionally, Justworks may terminate this Agreement, without prior written notice and without any continuing financial obligation to Referral Partner, in the event that Referring Party (a) does not actively refer new Leads for a period of twelve (12) months; or (b) materially breaches any term of this Agreement.

IV. Relationship

It is understood that Referring Party is acting as finder only and shall have no authority to enter into any agreements or commitments on Justworks’ behalf, or to negotiate the terms of Justworks’ customer agreements. This Agreement does not constitute a contract of employment. The parties intend and agree that each shall serve as an independent contractor of the other. Nothing contained in this Agreement shall be construed to place the parties in a relationship of partners, joint venturers, principal and agent, or employer and employee.

V. Confidentiality

“Confidential Information” means non-public confidential information, including, but not limited to, personnel information, oral written, or graphic non-public information disclosed by either party to the other, and information developed or learned by either party during the term of this Agreement. Referring Party and Justworks agree that Confidential Information will be exchanged and used solely for the purposes provided herein and according to the applicable terms of this Agreement. Moreover, the parties will cooperate with one another in taking reasonable steps to protect the confidentiality of information that is exchanged or used for the purposes provided herein. Each party will be responsible for the maintenance and protection of its own trade secrets and confidential information.

VI. Marketing

Except for the referral activities contemplated herein, and/or any disclosure required by legal, accounting or regulatory requirements, all public uses of the trade names, trademarks, or symbols of Justworks (the “Justworks Marks”) are prohibited without the prior consent of Justworks. This Agreement shall not be construed to grant any party any license whatsoever to use the Justworks Marks. You hereby agree to receive email communications from Justworks, including but not limited to, the partner newsletter, product updates, Justworks promotions and any other communications sent to the partner community. You may opt out of promotional communications if you so choose via the emails themselves.

VII. Miscellaneous

This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. Justworks and Referring Party consent to the exclusive jurisdiction and venue of the courts of the state and federal courts of New York, New York.

This Agreement cannot be assigned by Referring Party without the written consent of Justworks. It is expressly understood and agreed between the parties that the Agreement may be assigned by Justworks at its sole discretion.

Referring Party agrees (a) not to make any representations or guarantees about Justworks’ services; (b) not to engage in any deceptive, misleading or unethical practices in Referring Party’s performance hereunder; and (c) to comply with all applicable laws in Referring Party’s performance hereunder.

JUSTWORKS SHALL NOT BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION DAMAGES) HOWEVER CAUSED OR UNDER ANY THEORY OF LIABILITY EVEN IF JUSTWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  JUSTWORKS’ TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE GREATER OF (1) $200 OR (2) ANY REFERRAL FEES EARNED BY REFERRING PARTY UNDER THIS AGREEMENT IN THE PREVIOUS TWELVE (12) MONTHS.

Except as otherwise provided herein, this Agreement, together with any other terms incorporated herein, constitute the full, complete, absolute and entire agreement between the parties and supersedes any prior agreement with respect to the subject matter herein. Except as otherwise provided herein, this Agreement may only be altered or amended by a written amendment of the parties.

Should any term, warranty, covenant, condition or provision of this Agreement be held to be invalid or unenforceable by a court or other body of competent jurisdiction or pursuant to arbitration, the balance of the Agreement will remain in force and will stand as if the unenforceable part did not exist. The invalid or unenforceable provision will be replaced by a provision as similar as possible and which is valid and enforceable.

The failure of either party strictly to enforce any provision hereof will not be construed as a waiver thereof or as excusing either party from future performances in strict accordance with the provisions of the Agreement.