Effective Date: February 1, 2024

These Terms and Conditions (the “Terms”) are effective immediately for anyone that has enrolled in the Trusted Ambassador Campaign (the “Campaign”) at invite.trustedhealth.com (the “Ambassador,”  “you” or the “Referrer”).

If you are using the Campaign on behalf of a company or other legal entity, then “you” also means such company or legal entity, and you agree to be bound by these Terms even if we have a separate agreement with you. You may not use the Campaign if you do not agree to the version of the Terms posted at the time you enrolled in the Campaign. (The terms “Trusted” “we” and “us” refer to Trusted Technologies, Inc., a Delaware corporation.)

1. Campaign Overview

The Trusted Referrer Campaign (the “Campaign”) is a non-exclusive arrangement between Trusted and the Referrer. Participation in the Campaign by the Referrer allows the Referrer to promote services rendered by Trusted in exchange for the opportunity to earn a referral bonus.

The Referrer represents to Trusted that they have read and understand the contents of this Agreement. The Referrer represents that they understand that participation in the Campaign is voluntary and contingent upon their full compliance with the Agreement.

2. Campaign Scope

Upon execution of this Agreement, Trusted will grant the Referrer the non-exclusive right to promote the employment placement services rendered by Trusted and made available on the Trusted website (www.trustedhealth.com) (the “Trusted Services”).

1. The Referrer may identify potential users of the Trusted Services (“Friends”) and use any available channels to market, promote, and solicit sales of the Trusted Services (“Referral Activities”).
2. The Referrer’s membership in the Campaign is non-exclusive, and Trusted reserves the right to solicit and accept other members into the Campaign. Further, Trusted may use its own personnel to market, promote, and solicit Friends without restriction.
3. The Referrer will receive an “Invite Bonus” for every Friend that becomes employed through the Trusted Services and completes a contract (“Eligible Referral”), as described in this Agreement.
4. Trusted makes no representations or warranties regarding the potential income that may result through participation in the Campaign.

3. Responsibilities to Properly Direct Traffic to Trusted

The Referrer will be provided with a unique Referrer link (“Referrer’s Link”) that must be used by any Friend to create an account at trustedhealth.com for the Trusted Service. A Friend can only become an Eligible Referral, and thus eligible for bonus, if a valid Referrer’s Link was used when the Friend first created their account with Trusted.

4. Authority to Bind Trusted

The Referrer will be solely responsible, and Trusted will not be liable, for any acts, omissions to act, agreements, contracts, commitments, promises, or representations made by the Referrer.

1. The Referrer does not have, and shall not represent that they have, any authority to bind Trusted.
2. Without limiting the foregoing, the Referrer will not:

• Quote any binding price for a Trusted Service;
• Enter into any verbal or written agreement of any type or nature with any Friend on behalf of Trusted;
• Otherwise obligate or commit Trusted in any manner; or
• Except for permitted use in Referral Activities, develop, distribute, or use any marketing, promotional, advertising, or sales material for the Trusted Services.

5. Eligible Referral

An “Eligible Referral” is a Friend referred to the Trusted website by your Referral Activities who creates an account with Trusted’s web application (at https://www.trustedhealth.com) and subsequently accepts and completes at least 400 hours of work through the Trusted Services and in accordance with their employment contract(s).

1. A Friend will only be considered an Eligible Referral if they were first directed to Trusted through a Referrer’s Marketing Activities.
2. Any Friends not properly identified through the use of the Referrer’s Link OR that first created an account on the Trusted website through means other than the Referrer’s Link will NOT be considered an Eligible Referral.
3. Trusted will use its internal tracking systems to determine the channel that a Friend used to first enter the Trusted website.
4. Trusted shall have the right, in its sole discretion, to accept or reject any Friend.
5. No Friend shall become an Eligible Referral, or otherwise have any right to use the Trusted Services, unless Trusted enters into a legally binding agreement with such Friend.
6. Having satisfied all other terms in this Agreement, a Friend will become an Eligible Referral when they complete their first 400 hours of work through the Trusted Services.
7. The duration between the first time a Friend clicks on a Referrer’s link, and when they start an employment contract through the Trusted Services (“Cookie Length”), must be no more than one hundred and eighty (180) days to be considered an Eligible Referral for the Referrer.

6. Referrer's Invite Bonus
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For the duration of this Agreement, Trusted will pay the Referrer the applicable Invite Bonus for each Eligible Referral.

1. The Invite Bonus will be paid within sixty (60) days of becoming an Eligible Referral.
2. Referrers who are due an Invite Bonus will be notified by email, and/or telephone within fourteen (14) days following their Friend becoming an Eligible Referral. Trusted shall have no liability for a Referrer’s failure to receive notices due to spam, junk e-mail, or other security settings, or for a Referrer’s incorrect or otherwise non-functioning contact information. If Referrer cannot be contacted, is ineligible, fails to claim the Invite Bonus within ninety (90) days from the time that the award notification was sent, provides invalid payment documentation or fails to timely return required payment documentation, the Invite Bonus may be forfeited.
3. If the Referrer has not been employed with Trusted in the current calendar year, the relationship between the parties is that of independent contracting entities and a Form 1099 will be issued. If the Referrer has been employed with Trusted in the current calendar year, the relationship between the parties is that of employer/employee and a Form W2 will be issued.

7. Ownership

Trusted will retain all right, title, and interest in and to the Trusted websites, the Trusted Services, and all equipment, software, documentation, databases, development tools, know-how, methodologies, processes, and technologies provided by Trusted or its third-party suppliers for use in connection therewith, and all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights therein. Trusted will own all data submitted by any Friend, and Trusted alone shall own the customer relationship with each Friend.

8. Confidentiality

The Referrer agrees to full confidentiality regarding any “Confidential Information.” Confidential Information is any and all information disclosed by Trusted to the Referrer that Trusted designates as, or the Referrer should reasonably know is, proprietary or confidential. Confidential Information will not include information that is or becomes generally publicly known through no act or failure to act by the Referrer, or that the Referrer already knew at the time of receiving such information.

1. The Referrer will not disclose Confidential Information to any third party and will use Confidential Information only to the extent required to participate in the Campaign.
2. All Confidential Information (including copies thereof) shall remain Trusted’s property and shall be returned or destroyed upon termination of this Agreement and/or upon Trusted’s written request.
3. The Referrer agrees that Trusted may transfer and disclose to other participants in the Campaign and to Friends personally identifiable information about the Referrer in connection with the operation and delivery of the Trusted website and Trusted Services.
4. The Referrer may receive email and/or other communications from such third parties in connection with the Campaign, and the Referrer consents to receive such communications.
5. Without limiting the foregoing, Trusted may freely use, distribute, and otherwise exploit any non-personally-identifiable information, including URLs, Web-site statistics, and similar information collected by Trusted in connection with the Campaign.

9. Trademark License

Subject to the terms and conditions of this Agreement, Trusted hereby grants you, for the term of this Agreement, a non-exclusive, non-transferable, royalty-free, worldwide license to use Trusted’s trademarks, service marks, trade names, logos and other commercial designations (collectively, “Marks”), solely in connection with your participating in the Campaign and your Referral Activities and solely in conformance with the trademark guidelines provided to you by Trusted.

1. Use of the Marks and all associated goodwill will inure to the sole benefit of Trusted.
2. The Referrer will take no action that would undermine, conflict with, or be contrary to Trusted’s rights and interest in the Marks.
3. Nothing contained herein will be deemed to grant the Referrer any right, title, or interest in or to the Marks other than the license granted herein.
4. The Referrer acknowledges Trusted’s exclusive ownership of the Marks.
5. The Referrer will not take any action (including, without limitation, using or registering any trademarks that could be confused with the Marks) that would jeopardize the Marks or Trusted’s interests therein.

10. Warranties

Warranties by Both Parties: Each party warrants that it has full power and authority to enter into and perform this Agreement, and the person signing this Agreement on such party’s behalf has been duly authorized and empowered to enter into this Agreement.

The Referrer’s Warranties: You acknowledge and agree that performance hereunder is governed by certain laws and regulations, including, without limitation, laws governing the use of individual information, deceptive and misleading advertising, electronic commercial communications, telemarketing and other similar laws (“Applicable Laws”), and that your performance shall be in accordance with all Applicable Laws.

Without limiting the foregoing, you represent and warrant that you will:

1. Conduct business in a manner that reflects favorably at all times on Trusted and the good name, goodwill, and reputation of Trusted;
2. Not participate in deceptive, misleading, or unethical practices that are or might be detrimental to Trusted;
3. Make no false or misleading representations and not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Trusted or any Trusted Services;
4. Make no representations, warranties, or guarantees to any Friend or to the trade with respect to the specifications, features, or capabilities of the Trusted website or any Trusted Services; and
5. Not contact any Friend in a way that suggests that you are Trusted, represent Trusted, or are acting on behalf of Trusted.

11. Indemnification

Referrer’s Indemnification: You will defend, indemnify, and hold harmless Trusted, its Referrers and their officers, directors, agents, and employees, from and against any and all losses, liabilities, damages, costs, and expenses (including without limitation reasonable attorneys’ fees) arising out of or related to any claim or action based on:

1. The Referrer’s breach of the representations and warranties in this Agreement
2. Any breach by the Referrer, their agents, or employees of the terms and conditions in this Agreement;
3. Any intentional or negligent act, omission, or misrepresentation by the Referrer, their agents, or employees;
4. Any representation or warranty made by the Referrer, their agents, or employees on behalf of Trusted or related to the Trusted services and not authorized by Trusted in writing; or
5. Any Referral Activities commenced by the Referrer.

Trusted’s Indemnification: Trusted will defend at its own expense, any action against the Referrer brought by a third party to the extent that the action is based upon a claim that the Marks infringe any U.S. trademark. Trusted will pay those costs and damages finally awarded against the Referrer in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. Trusted will have no obligations under this section if you use or modify the Marks in violation of this Agreement.

Indemnification Procedure: The party seeking indemnification shall:

1. Notify the other promptly in writing of any such action;
2. Give the other sole control of the defense thereof and any related settlement negotiations (provided, however that the indemnifying party shall not have any authority to enter into any settlement that materially adversely affects the other party’s rights or obligations without the indemnified party’s prior written approval); and
3. Cooperate and, at the indemnifying party’s request and expense, assist in such defense.

12. Limitation of Liability

To the maximum extent permitted by law, except with respect to breach of Section 8 (Confidentiality), Section 10 (Warranties), any indemnification obligations under Section 11 (Indemnification), and/or in connection with any claim relating to the misuse of a party’s intellectual property, neither party will be liable for any consequential, indirect, exemplary, special or incidental damages, including any lost data and lost profits, arising from or relating to this Agreement.

Neither party’s total cumulative liability in connection with this agreement, the Trusted Services, or the Marks, whether in contract or tort or otherwise, will exceed the Invite Bonus paid to the Referrer in the 12-month period immediately preceding the events giving rise to such liability. The Referrer acknowledges that the fees set forth in this Agreement reflect the allocation of risk set forth in this Agreement and that Trusted would not enter into this Agreement without these limitations on its liability.

13. Privacy & Certain Restrictions

The Referrer shall not:

1. Display or use a hyperlink in a manner that causes the Trusted websites or any portion of its content to display within a frame, be associated with any advertising or sponsorship not part of the Trusted websites, or otherwise incorporate Trusted website content into a third-party web site;
2. Display or use an inline hyperlink to any information file contained in the Trusted websites;
3. Alter, block, or otherwise prevent display of any content of the Trusted websites;
4. Link to a Trusted website through any other URL or mirrored site;
5. Link to a Trusted website if, to a reasonable person, your site may be obscene, defamatory, harassing, grossly offensive, or malicious: or
6. Engage in any deceptive business practices or send any unsolicited commercial emails or faxes.

The Referrer shall use any information collected or obtained from any person using the Referrer’s Link to navigate to a Trusted website in accordance with Applicable Laws and both the Referrer’s website privacy policies and any restrictions or limitations imposed by the individual.

The Referrer shall electronically store and process the information collected or obtained from any person using the Referrer’s link to navigate to the Trusted website in accordance with industry best practices and immediately notify Trusted upon discovery of any breach of the security of computer systems on which the information collected or obtained from any person using the hyperlink to navigate to the Trusted website was stored or processed.

14. Force Majeure

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of amounts due) to the extent caused by strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, terror, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause which is beyond the reasonable control of such party.

15. Governing Law

The validity, construction, and interpretation of this Agreement shall be governed by the internal laws of the State of California, excluding conflict of law provisions that would require the application of the laws of any other state. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

The parties agree to the exclusive jurisdiction and venue of the state and federal courts except that nothing will prohibit Trusted from proceeding directly to any court of competent jurisdiction to protect or enforce its intellectual property rights or rights in Confidential Information.

16. Assignment

This Agreement may not be assigned by either party by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Such consent is not required in connection with the assignment of this Agreement pursuant to a merger, acquisition, or sale of all or substantially all of the assigning party’s assets or equity interests. Any attempted assignment in violation of the foregoing is void.

17. Terms of this Agreement

The term of this Agreement will begin on the Effective Date and last until terminated by either party.

18. Termination of this Agreement

Trusted reserves the right, in its sole discretion, to cancel, terminate, modify or suspend the Campaign should virus, bug, non-authorized human intervention, fraud, or other cause beyond Trusted, Inc.’s control corrupt or affect the administration, security, fairness, or proper conduct of the Campaign.

Trusted also has the right, in its sole discretion, to maintain the integrity of the Campaign, to void or cancel a Referrer’s participation in the campaign and eligibility for a Invite Bonus for any reason, including, but not limited to: fraud, violation of these Terms, or the use of bots, macros, scripts, or other technical means to conduct Referral Activities.

Trusted may terminate this Agreement at any time, effective immediately, upon written notice to the Referrer, if Trusted terminates the Campaign, or in the event of an actual or proposed change in any applicable law that would render this Agreement commercially unreasonable in Trusted’s judgment.

19. Effects of Agreement Termination

Upon termination or expiration of this Agreement for any reason, all licensed rights granted in this Agreement will immediately cease to exist.

1. The Referrer must promptly discontinue all further use of the Marks.
2. The Referrer must destroy or return to Trusted all information and materials related to the Trusted Services.
3. Trusted, at its own discretion, may satisfy any obligations pending at the time of termination, including Friends that have not yet become Eligible Referrals, under the terms of the Agreement at the time of the Friend’s first click of a valid Referrer’s Link.
4. No Friends shall become Eligible Referrals if their first click of a Referrer’s hyperlink occurs after the termination of this agreement.

20. Disclaimer

The Trusted website, Trusted Services, and all content, data, materials, and documentation provided in connection with this agreement by Trusted and its suppliers are provided “as is” and “as available,” without representations or warranties of any kind. Trusted and its suppliers hereby disclaim any and all warranties, express or implied, by operation of law or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement of third-party rights, or any implied warranties arising out of course of performance, course of dealing, or usage of trade.

21. Entirety of Agreement

This Agreement, together with any policies and instructions referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous negotiations, agreements, and undertakings between the parties with respect to such matter. Trusted may unilaterally amend this Agreement by providing the Referrer written notice of such amendment, and your continued participation in the Campaign after such notice period shall be deemed your consent to such amendment. Except for the foregoing, this Agreement may only be amended by the mutual written agreement of the parties. Headings in this Agreement are for reference purposes only and shall not affect the interpretation or meaning of this Agreement. If any provision of this Agreement is held to be contrary to law or unenforceable, then the remaining provisions of this Agreement will remain in full force and effect. No delay or omission by either party to exercise any right or power it has under this Agreement shall be construed as a waiver of such right or power. A waiver by either party of any breach by the other party shall not be construed to be a waiver of any succeeding breach or any other covenant by the other party. All waivers must be in writing and signed by the party waiving its rights.