THE TALENT FOUNDATION LLC

External Referral Program Terms & Conditions

Last updated: February 10, 2025

PLEASE READ THIS AGREEMENT CAREFULLY. By submitting a referral via our online form, you (the “Referrer”) accept and agree to the following Terms & Conditions (the “Agreement”) with The Talent Foundation LLC (“we,” “us,” “our”), a Washington State limited liability company located at 1570 W Armory Way, Ste 101, #154, Seattle, WA, 98119.

1. Purpose of the Program

  1. Goal: We offer a referral bonus (the “Referral Fee”) to individuals who refer qualified candidates (“Candidate”) for job openings with our clients (collectively, the “Program”).

  2. No Guarantee of Hire: We cannot guarantee that any referred Candidate will be hired or that we will be paid by our clients for any hire.

  3. Acceptance of Terms: By submitting a referral, you confirm you have read, understood, and agreed to all the rules in this Agreement. You also agree to our Privacy Policy and Terms of Service, which explain our data handling practices.

2. Who Can Refer (Referrer Eligibility)

  1. Age and Residency: You must be at least 18 years old and a legal resident of the United States to participate.

  2. Relationship to Us: You cannot be an employee, contractor, or consultant of The Talent Foundation LLC, our vendors, contractors, or of our clients.

  3. Staffing Agency Prohibition: You cannot be affiliated with or employed by a staffing, placement, or recruiting agency, or any organization that has activity related to placing candidates as employees at other organizations.

  4. Personal Knowledge: You must personally know the Candidate, have the Candidate’s permission to refer them, and follow up with a personal introduction via email.

  5. Conflict of Interest: In our sole discretion, if we believe your participation is a conflict of interest or otherwise inappropriate, we may disqualify you without liability.

3. Who Can Be Referred (Candidate Eligibility)

  1. No Current Employees: The Candidate must not be employed by us or any of our clients at or prior to the time of referral.

  2. No Known Applicants: The Candidate must not have applied for or be in the process for any current or past position with us, our vendors, contractors, or our clients.

  3. No Duplicate Referrals: If the same Candidate is referred by multiple parties (internal or external), only the earliest valid referral, as determined by us, will be eligible for a Referral Fee.

  4. Candidate Consent: You confirm the Candidate has given you explicit permission to share their personal information with The Talent Foundation LLC and that you comply with all applicable privacy laws.

4. How to Submit a Referral

  1. Submission Method: Referrals must be submitted through our designated online form (the “Submission Page”). After that, you must send a personal introduction of the Candidate to referrals@talent.foundation with the Candidate’s valid email listed in the CC field.

  2. Required Information:

    • Your (Referrer’s) full legal name, email address, phone number.

    • Candidate’s full legal name, email address, phone number, and any required details specified on the form.

    • A brief note on how you know the Candidate.

  3. Confirmation: We will confirm receipt of a valid referral by email after the personal introduction. If no confirmation is received, your referral is considered invalid.

  4. Confidentiality: Keep the Candidate’s personal data confidential, sharing it only as necessary to complete the referral. We handle Candidate data per our Privacy Policy.

  5. Unsolicited & Incomplete Referrals:

    • Unsolicited: Any referral not submitted via our official form or not confirmed by us is considered unsolicited. We have no obligation to accept or pay for any unsolicited referral.

    • Incomplete: If the referral is missing required information or lacks a personal introduction, it is considered incomplete, and we are under no obligation to review or pay a referral fee for it.

5. Referral Fee and Payment Conditions

  1. Referral Fee Amount: The specific Referral Fee (whether a flat rate or a percentage) will be displayed on the Submission Page for each role or communicated otherwise in writing.

  2. Pay-if-Paid and Proportional Payment

    • If, for any reason, we receive less than the full fee from the client but the Candidate has met the minimum employment period, your Referral Fee will be reduced by the same percentage.

    • If the client’s reduced fee is due to the Candidate leaving early or failing to meet the required employment period, then no Referral Fee will be paid.

    • If the client pays nothing, we owe you nothing.

  3. Minimum Employment Period: The Candidate must remain continuously employed for the entire warranty or guarantee period stated on the Submission Page (e.g., 3, 6, or 12 months). If the Candidate leaves or is terminated during that period, no Referral Fee is owed.

  4. Alternate or Future Roles (6-Month Window)

    • Time Measurement: The 6-month period is measured from the date of your referral submission to the Candidate’s official start date in the alternate role.

    • Different Referral Fee: We are not required to honor the original role’s fee. We may set a new referral fee for the different role.

    • New Employment Period: The Candidate must complete the minimum employment period tied to that different role before any referral payment is owed.

    • Direct Placement Only: This extension only applies if The Talent Foundation LLC directly places the Candidate with our client. If the client or Candidate proceed with a hire without our active involvement, no referral fee is owed.

    • After 6 Months: Once 6 months have passed from the original referral submission, no referral fee is owed for any future or alternate role unless we explicitly agree otherwise in writing.

  5. Payment Timing

    • Once the Candidate completes the required employment period and we have received the full fee (or partial fee, in which case your fee is reduced proportionally) from our client, we will pay you within 30 days, provided you submit all required tax documents (e.g., IRS Form W-9) within 15 days of the requested date and time.

    • If you fail to provide a completed W-9 or any other required document upon our request, we will not issue payment.

  6. Tax Responsibility: We do not withhold taxes from Referral Fees. You are solely responsible for any local, state, or federal taxes owed.

6. Dispute Resolution

  1. No Direct Court Actions (Where Law Allows): To the extent permitted by law, all disputes must follow the process below, and you waive any right to bring a lawsuit in court except as specifically allowed.

  2. Good Faith Negotiations: Both parties agree to first attempt resolving disputes by direct discussion in good faith within 30 days of the issue arising.

  3. Mediation: If unresolved, either party may request mediation with a neutral third-party mediator located in Seattle, Washington. The mediator’s fees are split equally.

  4. Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration in Seattle, Washington, under the rules of a recognized arbitration body (e.g., the American Arbitration Association). Each party bears its own legal costs.

  5. Court: If arbitration is unavailable or unenforceable, any lawsuit must be filed in the state or federal courts of King County, Washington, and both parties consent to personal jurisdiction there.

  6. No Class Actions: To the greatest extent permitted by law, disputes are handled individually, and you waive any right to participate in class actions or representative proceedings.

7. No Employment or Agency Relationship

  1. Independent Parties: Participation in this Program does not create an employment, partnership, or agency relationship between you and us (or our clients, vendors, contractors, or any affiliates). By submitting a referral, you acknowledge that you are acting solely as an independent referrer and not as an employee, contractor, or agent of The Talent Foundation LLC.

  2. No Authority: You must not represent yourself as our representative or speak on our behalf to Candidates or others. Any unauthorized representation may lead to disqualification from this Program and potential legal liability.

8. Indemnification and Liability Limit

  1. Broad Indemnification: To the fullest extent allowed by law, you agree to indemnify, defend, and hold harmless The Talent Foundation LLC, its owners, employees, affiliates, and clients from any claims, damages, liabilities, expenses, or costs (including reasonable attorneys’ fees) arising out of:

    • Your breach of this Agreement;

    • Any misrepresentations or unauthorized statements you make;

    • A Candidate’s claims against us related to your referral;

    • Your violation of laws or regulations connected to your referral.

  2. Liability Cap: Our total liability to you, if any, is capped at the lesser of (a) the Referral Fee applicable to the Candidate in question, or (b) the minimum amount required by law. We are not liable for indirect, incidental, or consequential damages of any kind.

9. Modification or Termination of Program

  1. No Notice Required: We may modify, suspend, or end this Program at any time without advance notice.

  2. Grandfathering: If we make changes, any referrals submitted before the effective date of a change will be evaluated under the terms in effect on the submission date.

  3. No Future Claims: You have no claim against us due to changes, suspension, or termination of the Program.

10. Governing Law

  1. Applicable Law: This Agreement is governed by the laws of the State of Washington, excluding its conflict-of-law rules.

  2. Venue: Subject to the Dispute Resolution terms above, any legal action must be filed in the state or federal courts located in King County, Washington.

11. Entire Agreement and Severability

  1. Complete Understanding: This Agreement contains the entire understanding between you and The Talent Foundation LLC regarding the Program. It supersedes any prior discussions or understandings.

  2. Severability: If any provision is found invalid or unenforceable, the remaining provisions remain in force.

12. Questions or Support

  1. Contact: For questions, please email referrals@talent.foundation.

  2. Data Privacy: By submitting a referral, you confirm that you have the Candidate’s permission to share their personal data. Refer to our Privacy Policy & Terms of Service for more on how we handle personal information.

BY CLICKING “SUBMIT” ON THE REFERRAL FORM OR EMAILING US A REFERRAL, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND WILL BE BOUND BY THESE TERMS & CONDITIONS.