Wonolo Referral Program Rules

Effective Date: August 25, 2022

The following terms and conditions (the “Referral Rules”) govern your participation in Wonolo Inc.’s (“Wonolo”) Referral Programs (as defined below). The Referral Rules apply to Referral Programs that are administered solely by Wonolo. By participating in any Referral Programs (either by referring businesses or individuals (such as friends and family), or signing up for the Wonolo Service with a Referral Code), you agree to be bound by these Referral Rules, Wonolo’s Standard Terms and Conditions for Incentives, along with any other specific terms that relate to the Referral Programs. The Referral Rules are in addition to any agreements between you and Wonolo (if one exists), as applicable, including the Wonolo Independent Contractor Services Agreement or the Wonolo Customer Agreement (collectively, the “Wonolo Terms”). The Wonolo Terms are incorporated by reference and shall apply to your participation in the Referral Programs, including, if necessary, to resolve any disputes between you and Wonolo related to or arising out of the Referral Programs. Any capitalized terms not defined herein shall have the meaning set forth in the applicable Wonolo Terms.

1. Program Overview

Wonolo provides a technology platform (the “Wonolo Platform”) that helps connect businesses to individuals seeking short-term opportunities. The Wonolo Referral Programs (“Referral Programs”) are offered by Wonolo and provide users of the Wonolo service (i.e., a current Wonoloer or an individual representing a current Wonolo Customer) (“User,” “You,” or “Your”) who are interested in referring individuals or other businesses (“Referrers”) to join the Wonolo Platform as new Wonoloers or new Wonolo Customers (“Referred Wonoloers” or “Referred Customers”, respectively) (Referred Wonoloers and Referred Customers are collectively referred to as “Referred Users”). These Referral Rules apply to both Referrers and Referred Users, so please read carefully to understand your respective rights and obligations.

2. Referrer Participation Eligibility and Requirements

To be eligible to participate in the Referral Programs as a Referrer, you must (a) be a legal resident of the United States; (b) be at least 18 years old; (c) receive a Referral Code (defined below) directly from Wonolo; and (d) be legally able to participate in the Referral Programs.

If you are referring on behalf of a current Wonolo Customer, you must also not be an employee of Wonolo or its subsidiaries, affiliates, or promotional agencies, including immediate family and household members. Further, the Customer must maintain a Wonolo account in good standing (i.e., must not be delinquent or overdue on any fees owed to Wonolo).

If you violate the Referral Rules, the Wonolo Terms or any other applicable terms (such as having more than one Wonolo account), Wonolo may suspend or terminate, in its sole discretion, your ability to participate in any Referral Programs (now or in the future) under your account. Wonolo maintains sole discretion to determine and change the eligibility to any Referral Programs.

3. Referred User Participation Eligibility and Requirements

Your friends, family, and other people and businesses you know may be eligible to be Referred Users (but you may not refer yourself). To be eligible to participate in the Referral Programs as a Referred User, the individual or business must (a) be a new user / customer to the Wonolo Platform (i.e., has never previously created a Wonolo account or been contacted by Wonolo’s sales team); (b) has not been previously referred; (c) has used a Wonolo Code (as defined below) or a Promo Code (as defined below) when they sign up for Wonolo; (d) has successfully completed the sign-up process; and (e) meet the terms and conditions Wonolo has for using the Wonolo Platform.

Note, each Referred User can be referred only once, so if someone else has referred them and they have accepted that invitation they will not be able to accept yours. If you are providing Wonolo with the contact information for your Referred Users, you represent that you have the right to provide that information. Wonolo maintains sole discretion to determine and change the eligibility to any Referral Programs.

4. Your Wonolo Code and Promo Code

Under any Referral Programs, Wonolo may provide each Referrer with a unique alphanumeric code (“Wonolo Code”) to distribute to eligible individuals or businesses to become new Wonoloers or Customers. Wonolo may also provide you with the ability to create additional Wonolo Codes using the Wonolo Platform. Wonolo may also, from time to time, provide you with a unique program / campaign specific alphanumeric code (“Promo Code”) to distribute to eligible individuals or businesses to become new Wonoloers or Customers. Wonolo Codes and Promo Codes are together referred to as Referral Codes. Wonolo owns all rights in and to any Referral Codes whether provided to you or created by you. You acknowledge and agree that: (a) Wonolo may limit the number of Referral Codes you may create or are made available to you based on the Referral Program in which you participate; (b) you have no ownership rights in any form over the Referral Codes; (c) Wonolo may reclaim, deactivate, invalidate or terminate your Referral Code at any time at its sole discretion; and (d) you will use your Referral Code in connections to the Referral Programs only for personal and non-commercial purposes, or for a commercial purpose only if it has been approved by Wonolo. To see if your code has a limit, refer to the terms of the specific Referral Program in which you are participating.

5. How to Refer New Users to the Wonolo Platform

a. Invitations through the Wonolo Platform.

You may invite individuals and businesses to become new users of the Wonolo service directly through the Wonolo Platform by entering or providing Wonolo with your Referred User’s contact information (all information collected by Wonolo under the Referral Programs shall be governed by Wonolo’s Privacy Policy). Inviting an individual or a business through the Wonolo Platform may generate an automatic invitation text (SMS) or email to the person or business which may be sent through your phone number or email or an email controlled by Wonolo. You represent that you have the necessary consent from your Referred User to send them the Invitation (either directly or through the Wonolo Platform).

b. Other Invitations.

You may invite individuals and businesses to become new users of the Wonolo service by distributing your Wonolo Code or Promo Code (provided by Wonolo) directly so that they can manually input the Codes into the Wonolo Platform. An individual or business will not be able to apply your Wonolo Code or a Promo Code if (i) they’ve already applied another User’s Wonolo Code or a different promotion code; or (ii) they’ve already received Wonolo credit from Wonolo or another source on their Wonolo account prior to entry of your Wonolo Code or a Promo Code. If a Referred User does not enter your Referral Code you will not receive attribution for the referral and they will not be considered your Referred User.

6. Referral Bonus

a. General.

In addition to the eligibility requirements noted above that Referrers and Referred Users must meet in order to be eligible to participate in the Referral Programs, Referrers and Referred Users must also meet the earning criteria of the specific Referral Program (“Bonus Criteria”) before they can earn a referral incentive (“Referral Bonus” or “Referral Reward”).

Bonus Criteria may require that certain eligibility, criteria, terms, and/or conditions be met for the Referral Bonus to be earned. The Bonus Criteria are set by Wonolo in its sole discretion and are subject to change at any time. The sole exception will be if certain Bonus Criteria are negotiated into an Independent Contractor Services Agreement or Customer Agreement, in which case those Bonus Criteria will control. The Bonus Criteria may vary by time, conditions, and/or market (or within a particular market). The type of Referral Bonus you are eligible to receive may depend on (i) the Wonolo region associated with the Referred User when they apply the Referrer’s Referral Code; (ii) the Wonolo region where the Referred User posted or performed their first approved job; or (iii) other factors as determined and communicated by Wonolo. Wonolo, at its sole discretion, may make available certain promotions with different Bonus Criteria or Referral Bonuses to other Users or prospective Users. These promotions, unless offered to you, shall have no bearing whatsoever on your Agreement or relationship with Wonolo.

In the Wonolo Platform or Wonolo websites (e.g. https://go.wonolo.com/referrals), both the Referrers and the Referred Users may be presented with estimated amounts of the Referral Bonus they may receive if all the Bonus Criteria and other conditions described herein are met. These amounts are calculated based on certain assumptions, such as, without limitation, the Referrer’s or the Referred User’s location at the time they posted or performed their first job or downloaded the Wonolo Platform, and may not be accurate based on the actual behavior of the Referred Users. Such amounts, therefore, are only estimates and may differ based on a number of factors. Wonolo will make a good faith calculation of such amounts based on the location of the Referrer and the Referred Users. The Referrer and the Referred User will see the final applicable amount of their respective Referral Bonus at the time when such Referral Bonus is applied to their Wonolo accounts and/or paid out.

b. Earning Referral Bonuses for Referrals of New Wonoloers.

In order to be eligible to earn a Referral Bonus as a Referrer of a Referred Wonoloer, the following Bonus Criteria must be met: (i) the Referred Wonoloer must use the Referrer’s Referral Code when signing up on the Wonolo Platform; (ii) the Referred Wonoloer must complete at least one approved job which was sourced from the Wonolo Platform; (iii) the Referred Wonoloer must not have been blocked by a Customer before their first completed job is approved by the Customer; and (iv) the Referrer must have an active Wonolo account and/or contractual relationship with Wonolo at the time of payment of the Referral Bonus. For eligibility purposes, an active Wonolo account shall mean an account that is not deactivated.

In order to be eligible to earn a Referral Bonus as a Referred Wonoloer, the following Bonus Criteria must be met: (i) the Referred Wonoloer must use a Referrer’s Referral Code when signing up on the Wonolo Platform; (ii) the Referred Wonoloer must complete at least one approved job which was sourced from the Wonolo Platform; (iii) the Referred Wonoloer must not have been blocked by the Customer before their first completed job is approved by the Customer; and (iv) the Referred Wonoloer must have an active Wonolo account at the time of payment of the Referral Bonus. For eligibility purposes, an active Wonolo account shall mean an account that is not deactivated.

Subject to the terms and conditions set forth in these Referral Rules, the Referral Bonus amount for both the Referrer and Referred User arising from the use of Wonolo Codes will be $10 unless otherwise stated in the applicable Wonolo promotional campaign in effect at the time when the Referred Wonoloer received the Promo Code and/or a different amount was agreed upon between Wonolo and the Referrer or Referred User. Referrers who have entered into a contractual relationship with Wonolo to promote their Promo Codes will not receive any Referral Bonus unless specifically indicated in their contract. No Referrer or Referred User has the ability to unilaterally set the amount of the Referral Bonus. If a Referral Bonus is owed, it will be deposited to the recipients’ payment destination as they provided it to Wonolo. Wonolo has sole discretion to determine whether the above conditions have been met.

c. Earning Referral Bonuses for Referred Wonolo Customers.

In order to be eligible to earn a Referral Bonus as a Referrer of a Referred Customer, the following Bonus Criteria must be met: (i) the Referrer is an employee of a Customer with an active Wonolo account; (ii) the Referred Customer must use the Referrer’s Referral Code when completing the sign-up process on the Wonolo Platform; and (iii) the Referred Customer must spend at least $1,000 in Service Fees on the Wonolo Platform. Service Fees refer to the mark-up the Customer pays to Wonolo, excluding any amounts that are paid to the Wonoloers. After a Referred Customer has satisfied the conditions for the Referral Program(s), the Referrer will receive a notification email from Wonolo regarding same. Subject to the terms and conditions set forth in these Referral Rules and the applicable Bonus Criteria, the Referral Bonus amount for the Referrer is $1,000 and will be paid in the form of gift cards (unless otherwise agreed to by Wonolo and the Referrer). The receipt of the actual gift card is conditioned upon Wonolo’s receipt of the Referrer’s information, necessary for the receipt of the gift card. The gift card will be sent out generally within sixty (60) days after Wonolo’s receipt of your verification and confirmation. Wonolo cannot guarantee that a Referred Customer will meet the minimum amount of Service Fees spending required by the Bonus Criteria as a business’ usage of the Wonolo Platform is entirely within their control.

In order to be eligible to earn a Referral Bonus as a Referred Customer, the following Bonus Criteria must be met: (i) the Referred Customer must have completed the sign-up process on the Wonolo Platform; and (ii) the Referred Customer must use the Referrer’s Referral Code when signing up on the Wonolo Platform. Subject to the terms and conditions set forth in these Referral Rules and the applicable Bonus Criteria, the Referral Bonus amount for the Referred Customer is $100 in Wonolo credit (“Referral Credit”). Referral Credit is only valid for use on the Wonolo Platform for qualified Wonolo products and services, which can change at any time at Wonolo’s sole discretion. The Referral Credit may not be traded, has no monetary value, and is not transferable or redeemable for cash. The Referral Credit is subject to verification and will generally be awarded within 60 days of verification. Upon termination of the Referral Programs, the Referral Credits have a six (6) month expiration date for use before they are forfeited. If a Referred Customer’s account is canceled, suspended, or closed for any reason, unredeemed Referral Credits are forfeited immediately.

Wonolo has sole discretion to determine whether the above conditions have been met.

d. Resolving Disputes over Referrals.

Only one User can earn a Referral Bonus for a single Referred Wonoloer or Referred Customer. In the event that multiple Users claim credit for a particular referral, Wonolo has full discretion to determine which person earned such referral according to Wonolo’s systems.

As a condition of participating in the Referral Programs, you agree that any and all disputes which cannot be resolved between the parties arising out of a Referral Program, shall be resolved individually, without resort to any form of class action, exclusively before a court located in California having jurisdiction. Further, in any such dispute, under no circumstances will you be permitted to obtain awards for, and hereby waives all rights to claim punitive, incidental, or consequential damages, including reasonable attorneys’ fees, and you further waive all rights to have damages multiplied or increased. This provision does not supersede, modify, limit, or otherwise abrogate any agreement you may have to arbitrate disputes with Wonolo as set forth in the Wonolo Terms or otherwise.

e. Reservation of rights.

Wonolo reserves the right to withhold or deduct Referral Bonus or Referral Credit obtained through the Referral Programs in the event that Wonolo determines or believes that the receipt of the Referral Bonus or Referral Credit was in error, fraudulent, illegal, or in violation of these Referral Rules or any other applicable agreement between you and Wonolo.

7. Restrictions

In connection with your participation in the Referral Programs, you expressly agree to the restrictions listed below. When distributing, promoting or communicating your Referral Code(s) you agree that:

a. No Spamming.

You agree that you will not “spam” anyone with invitations to join the Wonolo community, and that you at all times will remain compliant with CAN-SPAM, the Telephone Consumer Protection Act, and other applicable laws. You agree to not get Referred Users by spamming, bulk emailing, or sending large numbers of unsolicited emails. The only people you should be emailing are people you know personally.

b. No Misrepresentations.

You agree that you will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. You agree not to make misleading statements about Wonolo, misrepresent your connection to Wonolo, or otherwise make any false or misleading statements to get Referred Users to use your Referral Code.

b. Prohibited Content.

You agree that you will not use the Wonolo brand / logo without Wonolo’s explicit written permission in connection with offensive, abusive, or harassing content, any political and/or religious statement, or any disparaging or defamatory content concerning Wonolo or third parties.

c. Other restrictions. You also agree that you will not:

Specify the monetary amount of the Referral Bonus unless authorized by Wonolo in writing;

Use images of celebrities or other public or private figures without their written consent;

Use someone else’s brand name or intellectual property without their written consent (for example, referencing “Superbowl” or “Coachella” would be prohibited);

Use, display, or manipulate Wonolo intellectual property (such as Wonolo’s logos, trademarks, and copyright-protected works) in any way, except as to identify yourself as an Wonoloer or a Wonolo Customer;

Engage in phishing or attempting to obtain financial or other personal information;

Solicit passwords or personally identifiable information;

Sell your Referral Code. You agree that you will only distribute your Referral Code free of charge only for personal and non-commercial purposes. You may not sell, trade, or barter your Referral Code under any circumstances. You may not pay or provide anything of value to an invited user beyond any Referral Credit or collateral supplied by Wonolo;

Violate or infringe the rights of a third party. You will not create any Referral Code that infringes on the intellectual property rights of any third party. You will adhere to the license terms in any use of the Wonolo Marks.

Advertise. You agree that you will not pay to advertise your Referral Code or the Referral Program, including via Google, Facebook, Twitter, Bing and Craigslist.

Create printed materials other than those authorized by Wonolo.

Post printed materials on public or private property without the express written consent.

Engage in fraudulent activity. You agree that you and your Referred Users will not defraud or abuse (or attempt to defraud or abuse) Wonolo, the terms of the Referral Program, or any invited Users.

If you violate any of these restrictions Wonolo may, in its discretion, remove your eligibility to participate in the Referral Program, and/or deny you any Referral Bonus earned in violation or suspected violation of these restrictions.

8. Limitation of Liability

By participating in Referral Programs, you agree to release and hold harmless Wonolo and its subsidiaries, affiliates, advertising and promotion agencies, partners, representatives, agents, successors, assigns, employees, officers and directors from any liability, illness, injury, death, loss, litigation, claim or damage that may occur, directly or indirectly, whether caused by negligence or not, from (i) your participation in the Referral Programs, (ii) technical failures of any kind, including but not limited to the malfunctioning of any computer, cable, network, hardware or software; (iii) the unavailability or inaccessibility of any transmissions or telephone or Internet service; (iv) unauthorized human intervention in any part of the Referral Programs; or (v) electronic or human error which may occur in the administration of the Referral Programs.

9. Applicable Law

Except where prohibited, disputes, claims and causes of action arising out of or related to the Referral Programs, including any Referral Bonus or Referral Credit, shall be resolved under the laws of the United States, and except where prohibited, California law (without reference to its conflicts of laws principles), and participant agrees to submit any dispute to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

10. Privacy

Participation in the Referral Programs may require a Referred User and/or a Referrer to submit personal information about themselves. The personal information will be collected, processed and used in accordance with Wonolo’s Privacy Policy. In addition, personal information may be used by Wonolo on Wonolo’s behalf, to contact Users with regards to participation in the Referral Program.

11. Other Terms

The following terms shall also apply to your participation in the Referral Program.

You cannot earn Referral Bonus for referring yourselves.

Any Wonolo promotions that run for a limited time only are subject to change at Wonolo’s sole discretion.

Wonolo reserves the right to change, end, or pause, in whole or in part, any Referral Programs, as well as any Referrer’s or Referred User’s ability to participate in any Referral Programs or receive Referral Bonus at any time for any reason, including suspected fraud (including by either the Referrer and/or Referred User), abuse, or any violation of these Rules as well as any agreement (if one exists) between you and Wonolo. If Wonolo ends any Referral Program, any unused or unredeemed Referral Bonus may be forfeited at that time, provided we give you 14 days of notice to use or redeem your Referral Bonus.

Wonolo may update these Rules at any time. Continued participation in any Referral Programs after any update will mean that you have agreed to the update.

The Referral Programs are void where such referral programs are prohibited.