Updated June 2018

Terms and Conditions

These Terms and Conditions (this “Agreement” or these “T&C”), are made and entered into by and between you, as a participant in the Justworks Partner Program, as defined herein, acting in your company’s capacity or as an individual (the “Referring Party” or “you”), and Justworks Inc., a Delaware corporation (“Justworks”).

If you are agreeing to these terms on behalf of a business or an individual other than yourself, you represent and warrant that you have authority to bind that business or other individual to this Agreement, and your agreement to these terms will be treated as the agreement of such business or individual. In that event, “you” or “the Referring Party” also refers to that business or individual. By clicking the applicable button to indicate your acceptance of this Agreement, you agree, effective as of the date of such action, to be bound by the Agreement.

Referral Mechanics

Justworks hereby appoints you as a non-exclusive, independent referral source for potential Justworks customers. Justworks shall provide marketing materials and information for your use.

A. REFERRED POTENTIAL CUSTOMERS

A “referred potential customer” is one that (i) has at least six (6) W-2 employees; (ii) has an immediate need for payroll, HR support and/or access to health insurance; and (iii) satisfies the underwriting requirements of Justworks’ workers’ compensation carrier. Please note that construction companies, restaurants, and other ‘blue collar’ businesses are categories with which Justworks does not currently do business.

B. LEADS

If a referred potential customer is not a current customer of Justworks and has not been actively contacted by Justworks within the previous thirty (30) days, then such referred potential customer shall be counted as a lead (a “Lead”).

Compensation

You shall be compensated for Leads that sign a Justworks service agreement, and become paying customers of Justworks (a “Customer”) through either a (a) referral fee; or a (b) referral customer discount, as indicated by you on our partner signup page.

A. REFERRAL FEE

Should you choose the referral fee, you shall receive $100 per W2 employee (the “Referral Fee”) for every Lead that becomes a Customer, net 30 days after the end of the month in which first payroll runs. For example, you send a Lead with 10 employees to Justworks in the month of August; such Lead signs a contract to become a Customer in November; and first payroll runs in January. You shall be compensated in the amount of $1,000 for such referred Customer at the end of February.

B. BACK END BONUS

You will also receive a back end bonus of $100 per additional W2 employee (“Back End Bonus”), net sixty (60) days from the end of the calendar year in which your referred Customer runs their first payroll. Justworks will perform an audit every December 31st to account for additional W2 employees hired by referred Customers. For example, if you refer a 10-person Customer who runs their first payroll February 1, 2019, and the Customer hires 10 W2 employees before December 31, 2019, you shall receive a Back End Bonus of $1,000 by February 28, 2020.

C. REFERRAL CUSTOMER DISCOUNT

Should you choose to be compensated by a customer discount, then such Leads that become Customers shall receive the first month free of the Justworks platform (i.e. the Justworks admin fee, excluding any benefits premiums) (the “Referral Customer Discount”).

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 date of termination (the “Termination Date”). If you are due a payment for a referred Customer that closed prior to the Termination Date, Justworks shall pay all monies owed after the Termination Date in accordance with above.

Relationship

It is understood that you are 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 the Justworks’ 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.

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. You 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.

Publicity

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 are prohibited without the prior consent of Justworks.

Partner Program Tiers

You shall be eligible for special status according to the Partner Tiers located at www.justworks.com/partners (“Partner Tiers”). You attain Bronze status upon signup, and shall maintain that status up to and including your fourth (4th) referral that becomes a Customer.

Once you refer your fifth (5th) Customer, you are eligible for Silver status, which entitles you to 1) either a $150 per employee Referral Fee for Customers five (5) through nine (9), or a 2-month Referral Customer Discount, in your discretion; 2) a co-branded landing page; and 3) inclusion on a recommended vendor list, for use by the Justworks team in outbound referrals. Examples are a Justworks lunch n’ learn or a happy hour, and shall be up to the parties in their reasonable discretion.

Once you send ten (10) Customers to Justworks, you are eligible for Gold status, which entitles you to 1) either a $200 per employee Referral Fee for Customers ten (10) and above, or a 3-month Referral Customer Discount, in your discretion; 2) joint content on the Justworks blog;; 3) inclusion of your company logo on the Justworks partner website; 4) co-sponsorship of the Referring Party’s Justworks-themed event (up to a $500 value); 5) one (1) to two (2) dedicated Justworks account managers for your referred Customers with ten (10) employees or more; and 6) membership on the Justworks Partner Board, which shall meet annually with key decision-makers to provide feedback on the Justworks’ product. For the avoidance of doubt, you must send a minimum of three (3) Customers per calendar year thereafter to maintain Silver status and/or five (5) Customers per calendar year thereafter to maintain Gold status.

Please note that health insurance brokers are not eligible for the Partner Tier status.

Governing Law

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. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the courts of the state and federal courts of New York, New York.