Justworks Spring Forward Fund Contest Official Rules

Contest Overview

Justworks Spring Forward Fund Contest (“Contest”) is sponsored by Justworks, Inc. (“Sponsor”). During the Contest Period, eligible Organizations are invited to enter the Contest through the Website by submitting an application and other required information for evaluation by an internal Sponsor judging panel (all terms defined below). Finalists receiving the highest scores from the first round of judging will be further evaluated, with one Organization receiving a grant to help fund the Project (defined below), as described in more detail in these Terms.

The project submission period begins on June 12th, 2023 at 12:00:00 am Eastern Time (“ET”) and ends on July, 7th, 2023 at 6:00:00 pm ET (“Contest Period”).

Eligibility

To be eligible to apply for and receive the grant in this Contest, an organization must (i) be a current customer of Justworks Employment Group LLC in good standing as of June 11, 2023, and (ii) be registered as a 501(c)(3) organization at all times during Contest participation, including grant fulfillment, if applicable, with its principal place of business in the United States or District of Columbia (the “Territory”) (each, an “Organization”).

Individuals participating on behalf of an Organization must be: (a) natural persons who are, as of the date of participation, a legal resident of the Territory, (b) at least eighteen (18) years old and the age of majority in their jurisdiction of residence, and (c) an authorized individual to represent, act, and enter, on your Organization’s behalf. By entering on behalf of your Organization, you represent and warrant that you are a representative authorized to act on behalf of your Organization and enter into contracts on behalf of your Organization (“Representative”). Individuals may not apply as a Representative of more than one (1) Organization.

Employees, officers, directors, members, managers, agents, and representatives of Sponsor or any other entities participating in the design, promotion, marketing, administration, or fulfillment of this Contest, or any of their respective corporate partners, parent companies, divisions, subsidiaries, affiliates, successors in interest, and advertising, promotion, and public relations agencies (collectively, the “Released Parties”) and any family member or member of the same household (whether or not related) of any such persons are not eligible to enter or win a grant in this Contest. For purposes of this Contest, the term “family member” is defined as any spouse, partner, parent, legal guardian, child, sibling, grandparent, grandchild, or in-law.

Participation in this Contest constitutes Organization’s and each eligible participating individual on behalf of an Organization’s full and unconditional agreement to and acceptance of these Terms and the decisions of Sponsor, which are final and binding in all matters. Any natural person completing any portion of the entry process described in these Terms on behalf of an Organization must be authorized to act on behalf of and legally bind that Organization. Each individual participating on behalf of their Organization: (1) understands and agrees that these terms are binding on you individually; and (2) warrants that your Organization has full knowledge of your actions and has consented thereto and that your actions do not violate your Organization’s policies and procedures.

How to Participate

Contest Overview

Justworks Spring Forward Fund Contest (“Contest”) is sponsored by Justworks, Inc. (“Sponsor”). During the Contest Period, eligible Organizations are invited to enter the Contest through the Website by submitting an application and other required information for evaluation by an internal Sponsor judging panel (all terms defined below). Finalists receiving the highest scores from the first round of judging will be further evaluated, with one Organization receiving a grant to help fund the Project (defined below), as described in more detail in these Terms.

The project submission period begins on June 12th, 2023 at 12:00:00 am Eastern Time (“ET”) and ends on July, 7th, 2023 at 6:00:00 pm ET (“Contest Period”).

Eligibility

To be eligible to apply for and receive the grant in this Contest, an organization must (i) be a current customer of Justworks Employment Group LLC in good standing as of June 11, 2023, and (ii) be registered as a 501(c)(3) organization at all times during Contest participation, including grant fulfillment, if applicable, with its principal place of business in the United States or District of Columbia (the “Territory”) (each, an “Organization”).Individuals participating on behalf of an Organization must be: (a) natural persons who are, as of the date of participation, a legal resident of the Territory, (b) at least eighteen (18) years old and the age of majority in their jurisdiction of residence, and (c) an authorized individual to represent, act, and enter, on your Organization’s behalf. By entering on behalf of your Organization, you represent and warrant that you are a representative authorized to act on behalf of your Organization and enter into contracts on behalf of your Organization (“Representative”). Individuals may not apply as a Representative of more than one (1) Organization.

Employees, officers, directors, members, managers, agents, and representatives of Sponsor or any other entities participating in the design, promotion, marketing, administration, or fulfillment of this Contest, or any of their respective corporate partners, parent companies, divisions, subsidiaries, affiliates, successors in interest, and advertising, promotion, and public relations agencies (collectively, the “Released Parties”) and any family member or member of the same household (whether or not related) of any such persons are not eligible to enter or win a grant in this Contest. For purposes of this Contest, the term “family member” is defined as any spouse, partner, parent, legal guardian, child, sibling, grandparent, grandchild, or in-law.

Participation in this Contest constitutes Organization’s and each eligible participating individual on behalf of an Organization’s full and unconditional agreement to and acceptance of these Terms and the decisions of Sponsor, which are final and binding in all matters. Any natural person completing any portion of the entry process described in these Terms on behalf of an Organization must be authorized to act on behalf of and legally bind that Organization. Each individual participating on behalf of their Organization: (1) understands and agrees that these terms are binding on you individually; and (2) warrants that your Organization has full knowledge of your actions and has consented thereto and that your actions do not violate your Organization’s policies and procedures.

How to Participate

During the Contest Period, Organizations must visit justworks.com/springforward ("Website") and follow the steps to apply through the indicated form ("Application") for the Contest. The Application consists of the following and must include:

1. Organization name, contact information and purpose

2. Representative contact information, including name and company email address

3. Written description of a proposed project for the Organization to undertake that furthers the Organization’s work in creating more equitable access for an underserved or underrepresented population that (i) complies with the instructions provided in the RFP template, (ii) is no more than ten (10) pages in length, and (iii) can be completed for $25,000 or less and by April 30, 2024 (“Project”).

4. Detailed Project budget and timeline

5. Management Plan

Limit one (1) Application per Organization.

All materials and information provided by the Organization in connection with their participation in the Contest, including, without limitation, all information contained in the Application, is referred to as the “Participant Content.” All Participant Content must comply with the Participant Content Requirements set forth below or Organization’s participation in the Contest may be disqualified in Sponsor’s sole discretion.

Applications must be submitted and received by Sponsor during the Contest Period in strict accordance with these Terms. The Website’s clock will be the official timekeeper for this Contest. For purposes of this Contest, only complete Applications that are actually received by Sponsor through the Website and during the Contest Period will be considered. Other proof of submitting or attempting to submit an Application (such as, without limitation, a printed, saved or copied automated receipt confirming entry, a “Thanks for submitting” screen or message) does not constitute proof of actual receipt of the Application for purposes of this Contest. Those who do not abide by these Terms and the instructions of Sponsor and its representatives and provide all required information and materials may, in Sponsor’s discretion, be disqualified. Applications (or participation that does not qualify as an “Application”) that are incomplete, lost, late, misdirected, mutilated, fraudulent, illegitimate, incomprehensible, garbled, or generated by a macro, bot, or other automated means will not be accepted and will be void. Applications or participation made on behalf of an Organization by a third party not affiliated or associated with that Organization (as determined by Sponsor in its sole discretion) or originating through any commercial promotion subscription, notification, or entering services will be declared invalid and disqualified for this Contest. No Released Party will have any responsibility or liability for any dispute regarding any Organization. In the event that any dispute regarding an Application or Organization cannot be resolved to Sponsor’s satisfaction, the Application will be deemed ineligible and the Organization disqualified. APPLICATIONS MAY NOT BE ACKNOWLEDGED, WILL NOT BE RETURNED AND, IN FACT, MAY BE DESTROYED. KEEP A COPY OR THE ORIGINAL OF EACH ELEMENT OF THE APPLICATION. ANY APPLICATION THAT DOES NOT CONFORM TO THE REQUIREMENTS IN THESE TERMS MAY, IN SPONSOR’S DISCRETION, BE DEEMED INELIGIBLE.

Submission Requirements

Participant Content must meet all of the following requirements, as determined by Sponsor in its sole discretion, or the associated Application may be disqualified:

• Participant Content must be original to the Organization.

• Participant Content must address the requirements set forth in the “HOW TO PARTICIPATE SECTION.”

• All Participant Content must be entirely in the English language.

• If any part of Participant Content depicts, identifies, or includes any person that is not the Representative, the Representative must have all permissions and rights from the individual depicted, identified, or included (and, if such individual is a Minor, their parent or legal guardian) and agrees to provide Sponsor with written confirmation of those permissions and rights upon request.

• Participant Content must not create or imply any association between Sponsor and any individual or entity or their, or its products or services, including the Organization.

• Participant Content must not infringe, misappropriate, or violate any rights of any third party, including, without limitation, copyright (including moral rights), trademark, trade secret, or rights of privacy or publicity.

• Participant Content must not include information or content that is false, fraudulent, deceptive, misleading, defamatory, libelous (including trade libel), disparaging, harassing, threatening, profane, obscene, pornographic or otherwise adult-oriented, hateful, indecent, inappropriate, or injurious to any Released Party or any other party.

• Participant Content must not contain or describe any harmful or illegal activity or content or in any way violate any federal, state, or local laws, rules, or regulations.

• Participant Content must be suitable for presentation in a public forum.

• Representative agrees that their and their Organization’s participation in the Contest and agreement to these Terms and any Released Party’s reproduction, display, and use of the Participant Content in accordance with these Terms will not violate any agreement to which Organization is a signatory or party.

Sponsor reserves the right in its sole discretion to disqualify from the Contest any Organization whose Application (in its sole discretion) refers, depicts, or in any way reflects negatively upon a Released Party, the Contest, or any other person or entity or does not comply with these Terms, including any of the above Submission Requirements.

Judging and Winner Selection

All Applications received in accordance with these Terms will be judged by a panel of Sponsor judges based upon the following criteria (“Criteria”):

I. ORGANIZATIONAL OVERVIEW

(25 points)

Will be evaluated for the degree to which it explains your Organization’s mission and experience implementing this kind of work in a comprehensive and compelling manner

II . PROJECT FOCUS

(25 points)

Will be evaluated for the degree to which it clearly explains how it creates more equitable access for an underserved or underrepresented population.

III. PROJECT DESCRIPTION & EXPECTED IMPACT

(25 points)

Will be evaluated for the degree to which it is original, informed, theoretically coherent, comprehensive, and feasible.

IV. MANAGEMENT PLAN

(25 points)

Will be evaluated for the degree to which it explains how you will mobilize to meet the deliverable deadlines established for the project in a viable manner.

The five (5) Organizations receiving the highest total score will be named finalists, subject to verification (“Finalists”). Finalists will be notified on or around August 15, 2023 using the contact information provided in the Application and must respond to Sponsor’s Finalist notification in accordance with Sponsor’s instructions within forty-eight (48) hours of Sponsor sending the notification or the Organization may be disqualified and an alternate Finalist selected, in Sponsor’s sole discretion. A Finalist’s failure to respond to Sponsor’s Finalist notification within the timeframe specified in the notification or in the manner requested may result in Finalist’s disqualification and selection of an alternate Finalist in Sponsor’s sole discretion. Sponsor’s decisions with respect to Finalist selection are final and binding and there is no appeal process. Sponsor has no obligation to provide feedback to Organizations on Projects or Project scoring.

Finalists will create footage and/or other materials about the Finalist Organization for use online and at a virtual awards ceremony announcing the Winner. In connection with this, Sponsor will require Organization employees and duly-authorized representatives of the Organization to sign a Declaration of Eligibility/Liability and Publicity Release (unless prohibited by law) and consents in connection with the use of employee likenesses in the footage or other materials created by Sponsor.

Prior to the date of the final winner announcement, all Finalist Applications along with the subsequent footage and/or other materials will be reevaluated by a panel of judges based upon the Criteria set forth above. The Finalist receiving the highest score will be the winner, subject to verification.

The Representative of the potential winning Organization may be required to complete, execute, have notarized (if applicable), and return (on behalf of the Organization) a Declaration of Eligibility/Liability and Publicity Release (unless prohibited by law), tax documents (if applicable), and related grant-acceptance documents (collectively, “Winner Documents”) within the time frame specified and in the form provided by Sponsor, without revision, or grant may be forfeited. If the Representative or Organization refuses to comply with the foregoing requirements and other requirements of Sponsor, the Organization may be disqualified at any time in Sponsor’s sole discretion with no liability or responsibility to the Representative or Organization. The Winner Documents must be received by Sponsor from the potential winner within fourteen (14) days of Sponsor sending the documents to the potential winner (or other time frame as stated in the Winner Documents) or grant may be forfeited and an alternate winner selected. If any notification or other Contest-related communication is returned as undeliverable, or if a selected potential winner cannot be reached or does not respond as instructed after Sponsor has attempted to notify that potential winner, that selected winner may be disqualified and an alternate winner may be determined (time permitting and in Sponsor’s sole discretion). Sponsor reserves the right to modify the notification procedures in connection with the selection of any alternate potential winner, if any. The grant claim and Winner Documents are subject to verification by Sponsor. The grant, if legitimately claimed, will be awarded. Sponsor will not be obligated to pursue more than three (3) alternates (time permitting) for the grant for any reason.

Grant and Approximate Retail Value (“ARV”)

Sponsor will donate one (1) grant of up to $25,000 to the winning Organization to complete the Project identified in the Organization’s Application. In addition to the requirements set forth in the “JUDGING AND WINNER SELECTION” section above, to receive the grant, the Organization must comply with the following:

1. Winner will work with the Sponsor to determine an agreed upon Project timeline, with payment schedule for the grant tied to Project milestones and the receipt by Sponsor of an invoice detailing expenses incurred in connection with the Project;

2. Invoices must contain sufficient detail for Sponsor to determine costs actually incurred and a description of the costs. Sponsor reserves the right to request additional information or documentation from winner and, in its sole discretion, may exclude costs not reasonably related to the Project from the grant payments;

3. Actual value of the grant paid will be based upon the invoiced amounts for demonstrated expenses related to the Project and in no event will exceed $25,000.

4. Following the winner’s receipt of each portion of the grant payment from Sponsor, winner will provide Sponsor with a receipt for the value of the payment portion sufficient for Sponsor to demonstrate a tax-exempt charitable contribution which will specifically identify the grant payments as qualified contributions to an organization that is qualified under IRC 501(c)(3).

Winner is expected to complete the Project within the timeline and budget specified, however, Sponsor shall have no liability to the winner if the winner is not able to complete the Project with the grant or if the Project does not have the desired impact or effect intended. No more than the stated grant amount will be awarded. No transfers or substitutions will be made, except at Sponsor’s sole discretion. Any mailed grant payments will only be mailed or otherwise provided to the verified winner’s address in the Territory, unless Sponsor, in its sole discretion, agrees otherwise. Winning Organization waives the right to assert as a cost of receiving the grant, any and all costs of verification and redemption and any liability and publicity that might arise from claiming or seeking to claim said grant.

Grant payments may not be transferred (a) to any individual, entity, or country prohibited by any applicable U.S. or non-U.S. export controls and trade sanctions; (b) to anyone on U.S. or non-U.S. government restricted parties lists; or (c) for any purpose prohibited by applicable export controls and trade sanctions, including nuclear, chemical or biological weapons, or missile technology applications without the required government authorizations. You acknowledge that Sponsor is subject to U.S. economic restrictions and trade sanctions. As such, Sponsor reserves the right to deny distribution of grant payments if required by applicable law.

To the fullest extent allowable under applicable law, all taxes, if any (including, without limitation, national, federal, provincial, state, prefectural and/or local taxes), as well as any expenses arising from acceptance or use of the grant payments, are the sole responsibility of the winner. Winners may be required to provide certain information to facilitate receipt of the grant, including completing and submitting any tax or other forms necessary for compliance with applicable withholding and reporting requirements.

Winner may be requested to share Project details, which may include summaries, reporting, progress reports or other materials (“Project Materials”) with Sponsor to promote Sponsor, Organization or to otherwise share publicly. Winning Organization grants Sponsor the license set forth below to use the Project Materials, and Sponsor may additionally require Organization employees and duly-authorized representatives of the Organization to execute additional releases and consents in connection therewith.

License

By entering, except where prohibited by law, each Representative (on their behalf and on behalf of their Organization) grants to the Released Parties (and their agents, successors, and assigns) the irrevocable, transferable, sublicensable, absolute right and permission to use, edit, modify, copy, reproduce, and distribute the Participant Content and, in the case of the winning Organization, Project Materials in perpetuity and in any medium (including online and in digital media) in any language, throughout the world, for advertising, marketing, commercial and internal purposes.

Each Representative on behalf of themselves and their Organization hereby acknowledges and agrees that the relationship between the Representative/Organization and each of the Released Parties is not a confidential, fiduciary, or other special relationship, and that the Organization’s decision to submit an Application for purposes of the Contest does not place any of the Released Parties in a position that is any different from the position held by members of the general public with regard to elements of the Application (including, without limitation, the Project), other than as set forth in these Terms. Each Organization understands and acknowledges that the Released Parties have wide access to ideas, text, images, artwork, and other creative materials. Each Organization also acknowledges that many problem-solving ideas may be competitive with, similar to, or identical to the Organization’s Project in idea, function, components, format, or other respects. Each Organization acknowledges and agrees that the Organization will not be entitled to any compensation as a result of any Released Party’s use of any such similar or identical material that has or may come to such Released Party from other sources. Each Organization acknowledges and agrees that Sponsor does not now and will not have in the future any duty or liability (direct or indirect; vicarious, contributory, or otherwise) with respect to the infringement or protection of the Organization’s copyright or other proprietary rights in and to its Application, including the ideas and depictions contained or described therein. Each Organization acknowledges that, with respect to any claim by the Organization relating to or arising out of a Released Party’s actual or alleged exploitation or use of any Participant Content or other material submitted in connection with the Contest, the damage, if any, thereby caused to the applicable Organization will not be irreparable or otherwise sufficient to entitle such Organization to seek injunctive or other equitable relief or in any way enjoin the production, distribution, exhibition, or other exploitation of any Released Party services or products, and Organization’s rights and remedies in any such event are strictly limited to the right to recover damages, if any, in an action at law.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH REPRESENTATIVE AND ORGANIZATION AGREES TO RELEASE, HOLD HARMLESS, AND INDEMNIFY EACH OF THE RELEASED PARTIES FROM AND AGAINST ANY LIABILITY WHATSOEVER FOR INJURIES OR DAMAGES OF ANY KIND SUSTAINED IN CONNECTION WITH THE ACCEPTANCE, USE, MISUSE, OR AWARDING OF THE GRANT OR WHILE PREPARING FOR, PARTICIPATING IN, AND/OR TRAVELING TO OR FROM ANY GRANT OR CONTEST-RELATED ACTIVITY (INCLUDING THE WINNER ANNOUNCEMENT EVENT) INCLUDING, WITHOUT LIMITATION, ANY INJURY, DAMAGE, LOSS, DEATH OR ACCIDENT TO/OF PERSON OR PROPERTY. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE THE RELEASED PARTIES’ LIABILITY FOR PERSONAL INJURY OR TANGIBLE PROPERTY DAMAGE CAUSED BY THE RELEASED PARTIES, OR FOR THE RELEASED PARTIES’ GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL, WILLFUL, MALICIOUS, OR RECKLESS MISCONDUCT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE WINNER AGREES THAT THE GRANT IS PROVIDED AS-IS WITHOUT ANY WARRANTY, REPRESENTATION, OR GUARANTEE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, WHETHER NOW KNOWN OR HEREINAFTER ENACTED, RELATIVE TO THE USE OR ENJOYMENT OF THE GRANT, INCLUDING, WITHOUT LIMITATION, ITS QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

REPRESENTATIVES AND ORGANIZATIONS UNDERSTAND AND AGREE THAT ALL RIGHTS UNDER SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY OF THE UNITED STATES ARE HEREBY EXPRESSLY WAIVED BY HIM/HER. SECTION 1542 READS AS FOLLOWS:

** “CERTAIN CLAIMS NOT AFFECTED BY A GENERAL RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” **

ADDITIONAL DISCLAIMERS

Released Parties are not responsible and/or liable for any of the following, whether caused by a Released Party, the entrant, or by human error: entries that are submitted by illegitimate means (such as, without limitation, by an automated computer program) or entries in excess of any stated limit; any lost, late, incomplete, illegible, unintelligible, garbled, mutilated, or misdirected entries, email, Instagram direct message, mail, or Contest-related correspondence or materials or postage-due mail; any error, omission, interruption, defect or delay in transmission or communication; viruses or technical or mechanical malfunctions; interrupted or unavailable cable or satellite systems; errors, typos, or misprints in these Terms, in any Contest-related advertisements, or other materials; failures of electronic equipment, computer hardware, or software; lost or unavailable network connections, or failed, incorrect, incomplete, inaccurate, garbled or delayed electronic communications. The Released Parties are not responsible for electronic communications that are undeliverable or otherwise not received or noticed by Representative and/or Organization as a result of any form of active or passive filtering of any kind, or insufficient space in Representative’s email or voicemail inbox to receive email or voicemail messages. Released Parties are not responsible, and may disqualify you, if your email address, or other contact information does not work or is changed without prior written notice to Sponsor. Without limiting any other provision in these Official Rules, Released Parties are not responsible or liable to any Representative, Organization or winner (or any person claiming through such Representative or winning Organization) for failure to supply the grant or any part thereof in the event that any of the Contest activities or Released Parties’ operations or activities are affected by any cause or event beyond the sole and reasonable control of the applicable Released Party (as determined by Sponsor in its sole discretion), including, without limitation, by reason of any acts of God, equipment failure, threatened or actual terrorist acts, air raid, act of public enemy, war (declared or undeclared), civil disturbance, insurrection, riot, epidemic, fire, explosion, earthquake, flood, hurricane, unusually severe weather, blackout, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, any law, rule, regulation, action, order, or request adopted, taken, or made by any governmental or quasi-governmental entity (whether or not such governmental act proves to be invalid), or any other cause, whether or not specifically mentioned above.

General Rules

By entering the Contest (except where prohibited by law), each Representative grants the Released Parties the irrevocable, sublicensable, free-of-charge, absolute right and permission to use, publish, post or display their name, photograph, likeness, voice, biographical information, any quotes attributable to them, and any other indicia of persona (regardless of whether altered, changed, modified, edited, used alone, or used with other material in the Released Parties’ sole discretion) for advertising, trade, promotional and publicity purposes without further obligation or compensation of any kind to them, anywhere worldwide, in any medium now known or hereafter discovered or devised (including, without limitation, on the Internet) without any limitation of time and without notice, review or approval, and each such person releases all Released Parties from any and all liability related to such authorized uses. In addition each Representative grants to the Released Parties (and their agents, successors, and assigns), on behalf of their Organization, a non-exclusive, irrevocable, worldwide, transferable and sublicensable right and license to use the Organization’s trade names and trademarks (including logos) in connection with this Contest and the promotion and marketing of Sponsor. Nothing contained in these Terms obligates Sponsor to make use of any of the rights granted herein and each natural person granting publicity rights under this provision waives any right to inspect or approve any such use.

Sponsor’s decisions will be final in all matters relating to this Contest, including interpretation of these Terms, selection of the winner, and award of the grant. All Representatives and Organizations, as a condition of participating, agree to be bound by these Terms and the decisions of Sponsor. Representatives and Organizations further agree to not damage or cause interruption of the Contest and/or prevent others from participating in or engaging with the Contest. Sponsor reserves the right to restrict or void participation from any IP address or other identifiable source if any suspicious participation is detected. Sponsor reserves the right, in its sole discretion, to void the participation of any Representative or Organization who Sponsor believes has attempted to tamper with or impair the administration, security, fairness, or proper administration of this Contest. Sponsor’s failure or decision not to enforce any provision in these Terms will not constitute a waiver of that or any other provision. In the event there is an alleged or actual ambiguity, discrepancy, or inconsistency between disclosures or other statements contained in any Contest-related materials and/or these Terms (including any alleged ambiguity, discrepancy, or inconsistency within these Terms), it will be resolved by Sponsor in its sole discretion. Representatives and Organizations waive any right to claim ambiguity in the Contest or these Terms. If Sponsor determines at any time in its sole discretion that a winner or potential winner is disqualified, ineligible, in violation of these Terms, or engaging in behavior that Sponsor deems obnoxious, inappropriate, threatening, illegal or that is intended to annoy, abuse, or harass any other person, Sponsor reserves the right to disqualify that winner or potential winner, even if the disqualified winner or potential winner may have been notified or displayed or announced anywhere. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Terms will otherwise remain in effect and will be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. If the Contest is not capable of running as planned for any reason, Sponsor reserves the right, in its sole discretion, to cancel, modify, or suspend the Contest and award the grant from eligible, non-suspect participation prior to cancellation, modification, or suspension or as otherwise deemed fair and appropriate by Sponsor. If any person supplies false information, participates by fraudulent means, or is otherwise determined to be in violation of these Terms in an attempt to obtain the grant, Sponsor may disqualify that person and seek damages from them and that person may be prosecuted to the full extent of the law. In the event of a dispute concerning the identity of a Representative or Representative’s authorization to participate on behalf of an Organization, the dispute must be resolved to Sponsor’s satisfaction or the related participation will be disqualified. Any Representative may be required to provide Sponsor with proof of eligibility in the form requested. CAUTION: ANY ATTEMPT TO DAMAGE ANY ONLINE SERVICE OR WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST MAY VIOLATE CRIMINAL AND CIVIL LAWS. IF SUCH AN ATTEMPT IS MADE, SPONSOR MAY DISQUALIFY ANY REPRESENTATIVE OR ORGANIZATION MAKING SUCH ATTEMPT AND MAY SEEK DAMAGES TO THE FULLEST EXTENT PERMITTED BY LAW.

Governing Law/Disputes/Arbitration

YOU AGREE THAT THESE OFFICIAL RULES AND YOUR PARTICIPATION IN THE SWEEPSTAKES ARE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. BOTH YOU AND SPONSOR WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO BRING OR RESOLVE ANY DISPUTE AS A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION. NOTWITHSTANDING ANY PROVISION IN THE JAMS (DEFINED BELOW) RULES TO THE CONTRARY, THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY OR ANY JURISDICTION TO HEAR THE ARBITRATION AS A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR TO CONSOLIDATE, JOIN, OR OTHERWISE COMBINE THE CLAIMS OF DIFFERENT PERSONS INTO ONE PROCEEDING.

THE PARTIES EACH AGREE TO FINALLY SETTLE ALL DISPUTES ONLY THROUGH ARBITRATION; PROVIDED, HOWEVER, THE SPONSOR SHALL BE ENTITLED TO SEEK INJUNCTIVE OR EQUITABLE RELIEF IN THE STATE AND FEDERAL COURTS LOCATED IN OR HAVING JURISDICTION OVER NEW YORK COUNTY, NEW YORK AND ANY OTHER COURT WITH JURISDICTION OVER THE PARTIES. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND REVIEW IS LIMITED. THE ARBITRATOR’S DECISION AND AWARD IS FINAL AND BINDING, WITH LIMITED EXCEPTIONS, AND JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT WITH JURISDICTION. THE PARTIES AGREE THAT, EXCEPT AS SET FORTH ABOVE, ANY CLAIM, SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PROMOTION WILL BE RESOLVED SOLELY BY BINDING ARBITRATION BEFORE A SOLE ARBITRATOR UNDER THE STREAMLINED ARBITRATION RULES & PROCEDURES OF JAMS INC. (“JAMS”) OR ANY SUCCESSOR TO JAMS. IN THE EVENT JAMS IS UNWILLING OR UNABLE TO SET A HEARING DATE WITHIN FOURTEEN (14) DAYS OF THE FILING OF A “DEMAND FOR ARBITRATION,” THEN EITHER PARTY CAN ELECT TO HAVE THE ARBITRATION ADMINISTERED BY ANOTHER MUTUALLY AGREEABLE ARBITRATION ADMINISTRATION SERVICE WHO WILL HEAR THE CASE. IF AN IN-PERSON HEARING IS REQUIRED, THEN IT WILL TAKE PLACE IN PHILADELPHIA, PA, CHICAGO, IL, NEW YORK CITY, NY, LOS ANGELES, CA, ATLANTA, GA OR DALLAS, TX (WHICHEVER IS CLOSEST TO YOUR RESIDENCE) OR IN YOUR HOMETOWN, BUT ONLY IF JAMS RULES SO REQUIRE. THE FEDERAL OR STATE LAW THAT APPLIES TO THESE OFFICIAL RULES WILL ALSO APPLY DURING THE ARBITRATION. DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND WILL NOT BE CONSOLIDATED WITH ANY OTHER PROCEEDINGS THAT INVOLVE ANY CLAIMS OR CONTROVERSY OF ANOTHER PARTY, INCLUDING ANY CLASS ACTIONS OR CLASS ARBITRATIONS; PROVIDED, HOWEVER, IF FOR ANY REASON ANY COURT OR ARBITRATOR HOLDS THAT THIS RESTRICTION IS UNCONSCIONABLE OR UNENFORCEABLE, THEN THE AGREEMENT TO ARBITRATE DOES NOT APPLY AND THE DISPUTE MUST BE BROUGHT IN A COURT OF COMPETENT JURISDICTION IN NEW YORK COUNTY, NEW YORK. SPONSOR AGREES TO PAY THE ADMINISTRATIVE AND ARBITRATOR'S FEES IN ORDER TO CONDUCT THE ARBITRATION (BUT SPECIFICALLY EXCLUDING ANY TRAVEL OR OTHER COSTS OF ENTRANT TO ATTEND THE ARBITRATION HEARING). EITHER PARTY MAY, NOTWITHSTANDING THIS PROVISION, BRING QUALIFYING CLAIMS IN SMALL CLAIMS COURT. IN NO EVENT WILL YOU SEEK OR BE ENTITLED TO RESCISSION, INJUNCTIVE OR OTHER EQUITABLE RELIEF OR TO ENJOIN OR RESTRAIN THE OPERATION OR EXPLOITATION OF THE CONTEST.

Further, in any such dispute, under no circumstances will you be permitted or entitled to obtain awards for, and hereby waive all rights to claim, incidental or consequential damages. The prior limitation on damages is not intended to limit the Released Parties’ obligation (if any) to pay prevailing party costs or fees if recoverable pursuant to applicable law.

Winner's list/terms

A copy of these Terms is available online during the Contest Period by visiting justworks.com/springforward. For information about who won, send an email to [email protected] with the subject line “Justworks Spring Forward Fund.” Requests for winner information must be received no later than three (3) months after the end of the Contest Period.

Sponsor

Justworks, Inc., 55 Water St, 29th Floor, New York, NY 10041