Terms and Conditions of HealthSource’s Referral Reward Program
1. Acceptance of Terms. This Referral Reward Program Agreement (the “Agreement”) is a legal agreement and contains all of the terms and conditions between HealthSource Global Staffing, Inc. (“HealthSource”) and you, together with any company or other business entity you are representing, if any, (collectively, “You”) who is participating in HealthSource’s Referral Reward Program (the “Program”). BY REGISTERING FOR THIS PROGRAM YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree to the terms of this Agreement then do not register for the Program.
2. Referral and Registration.
a) You may be eligible for a reward for each Qualified Referred Person (as defined in Section 3 below) that you refer to HealthSource (“Referral Reward”).
b) The amount of a Referral Reward will depend on several factors, including the position, at the time the referral is made.
c) You must register with HealthSource by providing the details requested to create a profile on HealthSource’s webpage before you attempt to make a referral and in order to be eligible to receive Referral Rewards.
3. Payment Terms.
a) Subject to the terms and conditions of this Agreement and pursuant to the then- Current Reward Offers set forth on HealthSource’s website (the “Current Reward Offers”), for a referral to qualify for a reward, the referred persons must do all of the following to be considered a “Qualified Referred Person”:
1) Sign up with HealthSource in HealthSource’s online Applicant Tracking System (“ATS”).
2) Include the referring person’s (your) name in the appropriate “Referral Name” field when they first sign up with HealthSource in the ATS.
3) Work an assignment within one year of registering in the ATS.
4) Be qualified to work. The referred persons must have all required licenses, certificates and/or other documentation at the time of check-in.
5) Work the full length of each shift assigned for the minimum number of days. For example, for most “ongoing strikes,” referred persons must work at least seven (7) full shifts over seven (7) days plus attend orientation. However, if the referred persons begin working at the facility, but the event concludes (e.g. strike ends) before they have an opportunity to work all of the assigned shifts, the referral will nevertheless meet this eligibility requirement for a reward. The minimum number of days required for a specific project varies; HealthSource recruiters will make this information available.
6) Not be terminated for a reason other than (i) completing the assignment they committed to or (ii) the staffing event is concluded.
b) If someone you referred works an assignment within one year of registering in the ATS, then within 30 days of the assignment being completed, you must apply for a referral reward by doing the following:
a. Log in to your HealthSource online profile at www.healthsourceglobal.com
b. In the “Referrals” section on your profile home page, click the name of the person for whom you are requesting a reward.
c) HealthSource has acquired, and uses, several databases in addition to its ATS that contain the contact information of a large number of potential candidates. If HealthSource already has a person in one of its databases prior to his or her signing up in ATS, then it is not considered a “referral” and no reward will be issued in relation to that person.
4. Marketing Practices. With respect to soliciting potential persons to be referred, all advertising and promotional materials are subject to the terms of this Agreement. HealthSource may request to review and approve any of Your marketing materials, including but not limited to any e-mails or e-mail campaigns. You further agree: (i) to be solely responsible for all expenses and fees incurred in connection with the participation in the Program; (ii) not engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to HealthSource or its services; (iii) not make any representations, warranties, or guarantees on behalf of HealthSource, or otherwise concerning HealthSource services or employment opportunities that are inconsistent with or in addition to any such representations, warranties, or guarantees made by HealthSource; and (iv) use the then-current name as used by HealthSource (but will not represent or imply that You are an employee, part of, or affiliated with HealthSource).
5. Email Restrictions.
a) If You email prospective referees, You must create a process by which email recipients may opt-out of receiving future email from You. You must have the necessary processes in place to immediately remove such email address from the email list. Among other things, You must maintain a do not email list and every opt-out request must be placed on this list.
b) If You intend to generate email through a third party supplier, You must disclose the identity of that supplier to HealthSource. You are responsible for all emails generated on Your behalf by a third party and such emails must comply with all requirements set forth in this Agreement.
c) You must comply in all respects with the CAN-SPAM Act of 2003. Among other things, You must have all lists scrubbed against its do not email list before any email campaign begins and at least every 10 days during each campaign.
d) HealthSource may request that You immediately stop any email campaign containing HealthSource’s name or content, for any reason, in its sole discretion.
6. Your Representations And Warranties. You represent and warrant that:
a) You have the full and legal power and authority to enter into this Agreement, and/or to perform its obligations hereunder.
b) By entering into this Agreement, You do not violate any other agreement by which You are bound.
c) With respect to any performance hereunder, You shall comply with good business practices and all applicable laws, regulations and rules of any government body or agency or other competent authority.
d) You will comply with the applicable then-current Referral Reward Program Agreement.
e) Any website created or built by You shall not include (i) obscene content, (ii) illegal content, or (iii) any other inappropriate materials.
7. Taxes. You shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority based on your revenue or income under this Agreement. Upon request, You agree to provide HealthSource a W-9 for each year you are eligible to receive a Referral Reward.
8. Fraud and Fraudulent Activity. HealthSource shall have no obligation to pay Referral Rewards to You for referred persons if it is determined in good faith by HealthSource that there has been fraudulent activity on Your website. For exemplary purposes only without limitations, if an unreasonable number of referred persons have originated from You during any period of time, then HealthSource shall have the right to examine Your records to the extent necessary to determine whether any fraudulent activity has occurred involving the Program.
9. No Disparagement. You shall not disparage HealthSource, or any HealthSource services thereof, or place any disparaging content on any website(s).
10. Modification. HealthSource reserves the right at any time and from time to time to modify, discontinue, temporarily or permanently, the Program (or any part thereof) with or without notice. You agree that HealthSource shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Program. In the event that You do not agree with any such modification, You shall terminate participation in the Program, which shall be Your sole and exclusive remedy.
11. Term and Termination. Unless terminated earlier as provided herein, this Agreement shall remain in full force unless otherwise terminated by HealthSource. Either party may terminate this Agreement at any time upon providing notice to the other party.
12. Effect of Termination. In the event that this Agreement is terminated for any reason, You will only be eligible for Referral Rewards earned as a result of referred persons who meet the eligibility requirements up to the date of termination or expiration. Upon termination You will immediately cease attempting to make referrals to HealthSource. Termination of this Agreement shall have no effect with respect to any rights or obligations existing for valid referrals up to the time of termination. Except to the extent expressly provided to the contrary in this Agreement, any rights to Referral Rewards earned, any right of action for breach of the Agreement prior to termination, shall survive termination.
13. Indemnification. You shall defend and indemnify at Your expense, and hold HealthSource and each of its affiliates, directors, officers, agents, employees and sublicensees harmless from losses, damages, liabilities, costs and expenses, including without limitation, any proceeding, investigation or claim, to the fullest extent permitted by law arising out of or in connection with: (a) Your performance under this Agreement; (b) an assertion that the information, content or other materials or services provided or made available by You infringe any copyright, patent, trademark or other property right of any third party; (c) any breach by You of Your obligations, representations and warranties under this Agreement; or (d) any claim related to the content on Your website or content provided by You to any person regarding the Program. You shall notify HealthSource promptly in writing of any claim or proceeding involving HealthSource.
14. WARRANTY DISCLAIMER and LIMITATION OF LIABILITY
HEALTHSOURCE SHALL NOT BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THIS AGREEMENT, OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES IN CONNECTION WITH THIS AGREEMENT, EVEN IF HEALTHSOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HEALTHSOURCE BE LIABLE TO YOU OR ANY THIRD PARTY IN AN AGGREGATE AMOUNT GREATER THAN THE AMOUNT PAID TO YOU BY HEALTHSOURCE HEREUNDER.
15. Arbitration & Mandatory Forum Selection.
a) Subject to and as limited by Section 15.b. below, any legal action related to or arising out of this Agreement shall be brought exclusively in the federal or state courts located in the State of California. HealthSource and the referring person both irrevocably consent to such exclusive jurisdiction and irrevocably waive, to the fullest extent permitted by applicable law, any objection either may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Finally, HealthSource and the referring person waive formal service of process and agree to accept service of process worldwide;
b) HealthSource and You agree that any dispute arising out of, in connection with, or relating to this Agreement, including with respect to any dispute as to the validity, interpretation, construction, application or enforcement of any provision of this Agreement, shall be resolved by binding individual (not class, collective, or consolidated) arbitration under the rules and mediation procedures of the American Arbitration Association; provided, however, that dispositive motions shall be allowed, discovery shall be conducted in accordance with the rules in accordance with American Arbitration Association, and the arbitrator shall decide how to apportion costs associated with the arbitration. HealthSource and the referring person further agree that the arbitrator(s) shall construe, interpret, and apply this Agreement in accordance with the laws of the state in which the referring person was at the time the referral in question was made, without regard to principles of conflicts of law and without giving effect to the choice-of-law provisions thereof or any other jurisdiction;
c) HealthSource and the referring person agree that the arbitration required by this Section shall occur in Alameda County, California;
d) HealthSource and the referring person agree that any arbitration conducted under this Section shall be conducted confidentially; and
e) HealthSource and the referring person agree that nothing in this Section shall prevent either HealthSource or the referring person from seeking interim equitable relief in the federal or state courts of the State of California to aid and give effect to the arbitration required by this Section.
f) In the event that any provision of this Agreement is found by a court, arbitrator, or other tribunal to be illegal, invalid, or unenforceable, then such maximum extent permissible under applicable law, and the remainder of this Agreement shall remain in full force and effect.
g) You agree that any claim against HealthSource must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be barred forever.
16. Independent Contractor. At all times while You are referring and/or attempting to refer candidates to HealthSource, you will be acting as an independent contractors. No agency, partnership, franchise, joint venture or employment relationship is intended or created by this Agreement. Neither party has the power or authority as agent, employee or any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever. You are solely responsible for all of Your employees or agents and Your labor costs and expenses arising therewith. HealthSource will not furnish or otherwise reimburse You for any office space, office or business equipment, clerical support, telephone, travel, or any other expense which You may incur as a result its performance under this Agreement.
17. Payment. Referral rewards will not be paid until approximately 6-8 weeks after a staffing event ends.
18. Ineligibility. Regular employees, temporary administrative and recruiting staff of HealthSource, their extended family members and those living in the same household are not eligible to receive referral rewards.
a) This Agreement may not be assigned by either party without the prior written consent of the non-assigning party. Notwithstanding the foregoing, HealthSource may assign this Agreement to any acquirer of all or of substantially all of its equity securities, assets or business related to the subject matter of this Agreement. Any attempted assignment in violation of this Agreement shall be null and void and without effect. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement and, except as to the eligibility requirements and specific Program details for a particular work assignment for the referred person that may change, the terms of this Agreement may be changed only by a writing signed by an officer of HealthSource.
b) By accepting the terms of this Agreement, You agree that HealthSource may change the terms of this Agreement in its sole discretion at any time. HealthSource will make the current version of the Agreement available to you on HealthSource’s website. If You do not agree to changes made by HealthSource, or to any terms in this Agreement, Your sole and exclusive remedy is to cancel Your participation in the Program. Notwithstanding the foregoing, HealthSource reserves the right to terminate, cancel, suspend or refuse access to the Program to anyone in its sole discretion.
c) In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
d) Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.
e) The parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of written signatures. The mailing address of HealthSource Global Staffing, a California Corporation, is 39270 Paseo Padre Parkway, #138, Fremont, CA 94538.
© 2016. HealthSource Global Staffing, Inc.