Resource Department Referral Program Terms and Conditions

1. Terms and Conditions

The Resource Department Referral Program (the “Program”) has been created to reward you for recommending us to other business contact who sign on to be Resource Department Members (“Referred Members”). The following Program Terms and Conditions (“Program Terms and Conditions”) contain important information about our program, so please read them carefully. These Program Terms and Conditions are a binding agreement between you and Resource Department and will govern your participation in any and all Program offers.

Resource Department reserves the right to modify these Program Terms and Conditions at any time, at its sole discretion, and without notice to you. Participation in the Program is considered acceptance of Program Terms and Conditions and any modifications, which might be made. Resource Department may also, in its sole discretion, change, cancel, suspend, or modify any aspect of the Program without notice.

2. How the Program Works

Qualified Referrals. A Qualified Referral occurs when:

i. You complete a referral contact form (which will be provided to you before the time of a referral) providing Resource Department with a contact to a potential member for which Resource Department does not, prior to the referral, have a relationship; and

ii. Your referral contact form has been approved by Resource Department; and

iii. You make a formal introduction between potential Member and Resource Department; and

iv. The Referred Member becomes a Resource Department Member within sixty (60) days of the referral; and

v. The Referred Member spends in excess of $100,000 of qualifying purchases within three hundred sixty-five days (365) pursuant to their Member Agreement through their affiliation with Resource Department.

Reward Conditions. Upon the achievement of a Qualified Referral, Resource Department will pay you $1,000 within 30 days. Cash or other rewards may be taxable, depending on the value of the item and the federal, state, and local tax laws, as applicable. You are solely responsible for reporting such items on any tax returns and paying any associated tax liability. Credit for qualifying purchases by a Referred Member shall be tracked and calculated by Resource Department and any decisions regarding the amounts or applicability of such purchases shall be made by Resource Department in its sole discretion and shall be binding and final.

Conduct. Participants in the Program are not authorized in any way to act as an agent for Resource Department or to bind Resource Department to any agreements whatsoever. Resource Department reserves the right, at its sole discretion, to prohibit any person from participating in any aspect of the Program if it deems or suspects that you have engaged in or attempted to engage in any of the following: a) acts in violation of these Program Terms and Conditions; b) acts with intent to annoy, harass, or abuse any other person; c) any inappropriate, uncooperative, disruptive, fraudulent, potentially fraudulent, or unusual behavior or activity; or d) activity deemed in the sole discretion of Resource Department to be generally inconsistent with the intended operation of the Program. Resource Department shall be the sole determiner in cases of suspected abuse, fraud, or breach of these Program Terms and Conditions or intent of these Program Terms and Conditions.

3. General

Release. By participating in the Program, you release Resource Department, its affiliates, suppliers, advertising, and promotions agencies and their respective members, managers, officers, employees, and agents from any and all liability for any loss, harm, damages, cost, or expense, including, without limitation, property damages, personal injury and/or death, arising out of or in any way connected to the Program and/or the use of any Program rewards.

General Terms. These Program Terms and Conditions constitute the entire agreement between you and Resource Department concerning your use of the Program. If any provision of these Program Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Program Terms and Conditions remain in full force and effect. A person who is not a party to these Program Terms and Conditions shall have no right to enforce or receive the benefit of any of these Program Terms and Conditions.

WCSR 34988165v1