Referral Program Terms and Conditions

Welcome to Bannerman (the “Company”). We are pleased that you have agreed to participate in our Referral Program under which you will be paid a one-time fee for each Approved Referral that you bring to our attention who enters into a Customer Agreement. The terms and conditions listed below will govern the Referral partner identified in the cover page (“Referral Partner” or “You”) participation in the program.

  1. Services. The Services, collectively, are the Services and/or services identified as the Services in the cover page.
  2. Scope of Services. By joining the Referral program you agree to assist Company in the marketing of the Services in the locations in which Company offers the Services (the “Referral Services”). When you identify a potential customer of the Services, you will complete the Referral Form located available at https://www.bannerman.com/referral. As part of the Referral Form you will identify the prospective customer, the particular opportunity, the point of contact and the relevant contact information (collectively, a “Referral”). Company's Vice President of Business Development or his designee will then review the Form and accept or reject the Referral (each an “Approved Referral” or “Rejected Referral”). Company reserves the right to accept or reject the Referral for any reasonable commercial purpose including that Company was already aware of the opportunity.

    Your Obligations. You agree to perform the Referral Services in accordance with the provisions of this Agreement set forth in the cover page and applicable law in accordance with industry standards. You further agree that you that you will not make statements regarding the Services that are not contained within any materials provided in writing by Company. You will indemnify, defend and hold Company harmless from any breach or alleged breach of this Agreement.

  3. Referral Fees.
    1. Amount of Referral Fee. You will receive a referral fee for each Approved Referral that enters into a Customer Agreement. A “Customer Agreement” means an agreement between the Company and an Approved Referral pursuant to which the Approved Referral purchases the Services and enters into an annual contract with Company for a minimum service level of forty (40) hours per week. The referral fee will be equal to the Referral Fee amount specified on the cover page (the “Referral Fee”).
    2. Payment Schedule. Company will pay you the Referral Fee within fifteen (15) days of the end of the month in which fees were collected from the Customer Agreement.
    3. While Company may consult with you regarding any particular Referral, Company will control all aspects of pricing and account strategy.
  4. Term and Termination. The term of this Agreement will commence on the date that Referral Partner submits an Approved Referral and will continue for six (6) months. Upon termination for any reason, your license to market the Services will immediately terminate and You will immediately deliver to Company all copies of the materials, if any, in your possession. All provisions of this Agreement that by their nature should survive termination will survive termination.
  5. Ownership. You agree that title to the Services and any material supplied to you under this Agreement is, and will remain the sole property of Company, and that you have no right, interest or title to the Services. You further agree that the Customer Agreement will be between Company and the Approved Referred and that you will not be a party to that agreement. As such, Company disclaims all warranties related to the Services, including any implied warranties of merchantability or fitness for a particular purpose. Company will have no liability to you related to the Services for: (a) consequential, special, indirect or similar damages or (b) direct damages, whether in contract, tort or other theory of law, even if advised of the potential damages.
  6. Confidential Information.
    1. “Confidential Information” means any information, technical data, or know-how that is identified at the time of disclosure, in writing or orally, as confidential or that should reasonably be considered confidential. Confidential information includes information regarding Services, software programs or documentation, specifications, source code, object code, research, inventions, processes, designs, drawings, engineering, services, customers, markets, pricing, or financing.
    2. The receiving party will not disclose the Confidential Information of the disclosing party to any third parties and will protect the Confidential Information with at least the level of care it takes to protect its own confidential information of similar value, but in no event with less than reasonable care. The receiving party will use the Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and will not use the Confidential Information for its own benefit or the benefit of any third party. The obligation to maintain Confidential Information as confidential will survive termination.
    3. Confidential Information will not include information which: (i) was previously known to the receiving party free of any obligation to keep confidential; (ii) is or becomes publicly available without breach of this Agreement; (iii) is received from a third party without confidentiality restrictions; (iv) is independently developed without reference to or use of Confidential Information received under this Agreement; or (v) is approved for disclosure by written authorization of a duly authorized representative of the disclosing party. The receiving party may make Confidential Information available to its attorneys, accountants and other advisers with a need to know. The receiving party will be liable for any acts or omissions of attorneys, accountants and other advisors. In the event any law or government entity compels the disclosure of any Confidential Information, the receiving party may disclose such Confidential Information only if it gives the disclosing party prompt notice of its intent to disclose the Confidential Information and reasonably cooperates (at the disclosing party’s expense) to assist in eliminating or minimizing the disclosure.
  7. Expenses. You will be responsible for all expenses incurred in the performance of Referral Services, including but not limited to, transportation costs, hotel accommodations and other travel related expenses.
  8. General Provisions.
    1. This Agreement will be governed, construed and enforced in accordance with the laws of the State of California, excepting any choice of law provisions. Any dispute regarding this agreement will be filed exclusively in the state or federal courts serving San Francisco County, California and both parties submit to their personal jurisdiction.
    2. You agree that you are acting as an independent contractor and not an employee of Company. You, your personnel and employees, will receive no benefits from Company. Referral Partner will obtain the minimum workers compensation and other insurance required by law, if any, for your employees. Referral Partner further agrees to hold Company harmless against any claims that it did not properly withhold federal or state income taxes.
    3. This Agreement is the entire Agreement between the parties and supersedes all prior communications, oral or written, between the parties regarding this subject matter. This Agreement may not be modified except in writing and signed by an authorized representative of both parties.