Booker's Referral Partner Program

Empower your clients with the tools to grow their business,

while earning recurring revenues for each referral.

Referral Program Agreement

This Referral Program Agreement ("Agreement") is made and entered into as of _____, 2017 ("Effective Date") by and between Booker Software, Inc., 22 Cortlandt Street, Floor 18, New York, NY 10007, ("Booker") and _____ , with its primary business address located at _____ ("Referral Partner").

Background. Booker designs, develops and sells cloud and/or software-as-a-service business management and marketing software offerings under the "SpaBooker," "SalonBooker," and other trademarks (collectively, "Booker Offerings"). Booker’s customer referral program ("Referral Program") is designed to reward Referral Partners who recommend the Booker Offering to third parties that become Booker customers as described in this Agreement. By completing all of the required information fields in the referral program sign up form (the "Sign Up Form"), and executing this Agreement, Referral Partner agrees to be bound by Terms and Conditions of this Agreement. This Agreement will not become binding upon Booker until Booker issues Referral Partner a Referral Partner ID number, as described below.




Terms And Conditions

  1. Referral Program. Upon execution of this Agreement, Booker will contact Referral Partner to complete the Referral Program application process. Booker assumes no responsibility for compensation to Referral Partner or any other obligations under this Agreement until Booker provides such confirmation via email. Booker will send another email to Referral Partner containing an identification number unique to Referral Partner ("Referral Partner ID").
  2. Referred Customer.
    1. A "Referral" occurs if all of the following conditions are met:
      1. Booker enters into a definitive agreement ("Customer Agreement") to provide the Booker Offerings to a referred customer not otherwise excluded under subsection 2(b). below ("Referred Customer");
      2. Referral Partner registered the Referred Customer using Booker’s customary process prior to the execution of the Customer Agreement;
      3. as of the date of the Customer Agreement, Referral Partner was designated in Booker’s internal systems as last referring partner of the Referred Customer (via the Referral Partner ID);
      4. the Referred Customer agrees to pay Booker a monthly recurring fee for at least one of: Booker Basic, Booker Standard, Booker Plus, Booker Multi, and/or Booker Enterprise levels for the Booker Offerings covered by the Customer Agreement; and
      5. the Referred Customer continues the subscription as set forth in the Customer Agreement for a minimum of 60 days from the date of initial purchase.
    2. Exclusions. A Referred Customer shall not include any party who does not meet each of the following criteria: (a) whose contact information is already within Booker’s customer database(s) and has been in an active sales process with Booker within the last 12 months, (b) with whom Booker does not enter into a Customer Agreement within (120) days of Booker’s receipt of a Referral Partner ID associated with the Referred Customer, for any reason, (c) for which Referral Partner is receiving compensation from Booker through any other Booker referral or partner program, and, (d) that is a current Referral Partner (or any of its affiliates). Booker, in its sole and absolute discretion, determines whether and when a Referral has occurred.
  3. Referral Fees; Payment.
    1. The following shall only apply to Referred Customers entered into Booker’s internal systems on or before April 30, 2017:
    2. Booker may in its sole discretion elect to pay Referral Partner a one-time $50.00 lead development fee ("Lead Dev Fee") for qualified referral opportunities that appear in Booker’s internal sales system as accepted by the Booker sales representative and for which a product demonstration has been given by Booker. Should Booker choose to pay the Lead Dev Fee, it will do so during the calendar month following the completion of the scheduled demonstration. For clarity, the Lead Dev Fee, if approved by Booker, is payable for opportunities not yet constituting a Referred Customer, independently of whether the same become Referrals as defined above.
      1. Booker will pay Referral Partner a one-time fee of $150 for each executed Customer Agreement for a Referred Customer associated with the Referral Partner ID (an "Initial Referral Fee").
      2. In addition, Booker will pay Referral Partner an additional monthly Referral Fee of $15.00 per month for each month of the initial subscription term of the Customer Agreement, for a maximum of 23 months from the Referred Customer’s initial subscription purchase.
    3. The following shall apply to all Referred Customers entered into Booker’s internal systems after April 30, 2017:
      1. Program Tier Details.
        1. The Referral Partner shall receive the benefits, including the Referral Fee, that corresponds to the Referral Partner’s then-current Tier as set forth in Schedule A. New Referral Partners shall be at the Bronze Tier. All Referral Partners who received a Referral Partner ID prior to May 1, 2017 shall qualify for such Referral Partner Tier as determined by Booker and based on the number of Referred Customers from April 1, 2016 until April 30, 2017.
        2. Changes to Referral Partner Tier.
          1. At the end of each calendar month, Booker will review the Referral Partner’s accepted Referrals for that calendar year-to-date and Referral Partner’s compliance with the requirements of Schedule A. If Referral Partner qualifies for a higher Tier, as set forth in Schedule A, the Referral Partner shall move to the higher Tier for the next calendar month and thereafter shall be entitled to the benefits of such Tier. Notwithstanding the foregoing, an increase in any Tier level shall not increase the Referral Fee earned during the months prior to qualification to the higher Tier.
          2. At the end of each calendar year, Booker will review Referral Partners accepted Referred Customers for that calendar year. If Referral Partner no longer qualifies for its current Tier, and qualifies instead for a lower Tier, as set forth in Schedule A, Referral Partner will be entitled only to the benefits of such lower Tier for the next calendar year and Referred Partner will thereafter earn the lower Referral Fees and benefits set forth in Schedule A.
      2. For Referred Customers who purchase a Booker Multi, the Referral Fee shall only be paid as to Referred Customers who purchase the Booker Offering for at least one (1) but no more than ten (10) Referred Customer locations.
      3. Payments to Referral Partner for accepted Referrals will be tallied and processed at the end of each month and paid no later than sixty (60) days after the end of the applicable month in which the Booker Offerings to which the Referred Customer relates has gone live. Referral Fees are not payable to the Referral Partner if the Referred Customer requests a refund, cancels or terminates the Customer Agreement or the subscription for the Booker Offering at any time, for any reason, or fails to make payment. All Referral Fees shall be payable in United States Dollars. Referral Partner will receive payment of the Referral Fees either by ACH, or wire transfer for international payments, as determined by Booker. Referral Partner shall supply Booker with current and complete information to enable Booker to set up and authorize payment to Referral Partner through Booker’s systems of record, and to otherwise comply with applicable tax or legal reporting requirements arising in connection with this Agreement.
  4. Limitations. Referral Partner acknowledges and agrees that Referral Partner’s level of Referral Fee earnings under this Agreement are a direct result of Referral Partner’s own efforts and that Booker does not guarantee Referral Partner will earn any Referral Fees. Referral Partner agrees and acknowledges that, other than the Referral Fees, no payment of any kind is due from Booker to Referral Partner as a result of Referral Partner making Referrals under this Agreement. Referral Partner shall not charge any Referred Customer any fees, costs or charges of any kind on behalf of Booker nor accept any payment of any kind on behalf of Booker. Referral Partner is solely responsible for the costs it incurs in identifying Referred Customers. Nothing in this Agreement is intended to prohibit Referral Partner from providing services on Referral Partner’s own behalf to any Referred Customer.
  5. Independent Contractor Relationship.Nothing in this Agreement shall operate to create an employment relationship of any kind between Referral Partner and Booker. If any court or agency construes this Agreement to have created an employment relationship between Referral Partner and Booker, then this Agreement shall have no force and effect, and shall be null and void, beginning on the date on which such employment relationship is deemed to have taken effect. Referral Partner represents and warrants that it is not currently an employee of Booker and that if Referral Partner becomes an employee of Booker after the Effective Date, this Agreement shall immediately terminate without the need for any notice upon the date such employment begins. Further, Referral Partner shall under no circumstances offer any form of direct compensation to a Booker employee related to the activities contemplated by this Agreement, including by issuing payment of any portion of a Referral Fee to such Booker employee.
  6. Referral Partner Covenants. Referral Partner represents and warrants that (i) it is not an agent of Booker, has no authority to make any representations, warranties or other commitments to any third party on behalf of Booker, nor any right or authority to bind Booker to any action or agreement; (ii) it shall not make any misrepresentations, including by omission, regarding Booker, the Booker Offerings, or any other products or services Booker provides, in any manner whatsoever; and (iii) it is not a member of the immediate family of any Booker employee within Booker’s sales department, where "immediate family" includes parents, spouses, children, siblings, grandparents and grandchildren.
  7. Term and Termination. The Effective Date of this Agreement is the date on which Booker sends the Referral Partner ID to Referral Partner, and this Agreement shall thereafter continue in effect until terminated ("Term"). This Agreement may be terminated by either party upon (5) day’s written notice to the other party for any reason or no reason. In addition, this Agreement will terminate immediately and automatically (i) upon any default by Referral Partner under this Agreement; or (ii) as set forth in Section 5 above. Booker’s obligation to pay Referral Fees shall immediately cease on termination of this Agreement. The following provisions shall survive the termination of this Agreement: 5, and 7-9.
  8. Intellectual Property Rights. Booker owns all rights, title, and interest in and to the Booker Offerings, including all intellectual property rights therein ("Proprietary Information") and no rights are transferred to Referral Partner except as otherwise provided herein. Referral Partner shall not reverse engineer, bundle the Booker Offerings with third party products, create derivative works of, or otherwise use or replicate the Booker Offerings in a manner that is not permitted in this Agreement or which would violate applicable law. Booker reserves all rights in the Booker Offerings that are not expressly granted in this Agreement, including the right to modify the Booker Offerings at any time. All of Booker’s Proprietary Information shall be deemed confidential and neither Referral Partner nor its Referral Customers may share or transfer such Proprietary Information to any third party without Booker’s express written consent.
  9. General.
    1. Assignment. This Agreement is personal to Referral Partner and any assignment made by Referral Partner of any rights or obligations hereunder shall be null and void. Booker shall have the unrestricted right to assign this Agreement, or any rights and obligations hereunder, without consent or notice to Referral Partner.
    2. Indemnification. Referral Partner will defend and indemnify any action brought against Booker by a third party to the extent that it is based upon a claim resulting from (i) acts or omissions by the Referral Partner, including material and unauthorized misrepresentations about the Booker Offering made by Referral Partner in performing its referral activities under this Agreement, (ii) Referral Partner’s unauthorized use or disclosure to Booker of confidential or personally-identifiable information received from a Referral Customer, or (iii) Referral Partner’s independent violation of laws applicable to Referral Partner’s performance of activities hereunder, where such violation is not caused by Booker.
    3. LIMITATION OF LIABILITY. IN NO EVENT SHALL BOOKER BE LIABLE TO REFERRAL PARTNER (NOR TO ANY PERSON OR ENTITY CLAIMING RIGHTS DERIVED FROM REFERRAL PARTNER’S RIGHTS) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING COST OF COVER, LOST REVENUES OR PROFITS OR LOSS OF BUSINESS OR DATA, REGARDLESS OF WHETHER BOOKER WAS ADVISED, HAD OTHER REASON TO KNOW, OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS OTHERWISE PROHIBITED BY LAW, BOOKER’S LIABILITY TO REFERRAL PARTNER FOR DAMAGES FOR ANY CAUSE WHATSOEVER, REGARDLESS OF WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT WHICH BOOKER HAS PAID TO REFERRAL PARTNER IN THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED. THIS LIMITATION OF LIABILITY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NOTWITHSTANDING THE FORGOING, BOOKER’S AGGREGATE LIABILITY UNDER ANY CIRCUMSTANCES SHALL NOT EXCEED THE AMOUNT OF $2,000.
    4. Governing Law; Venue; Notice of Disputes. This Agreement is governed by the laws of the State of New York, excluding conflict of laws principles. The exclusive venue for any dispute between Booker and Referral Partner shall be New York County, New York, and Referral Partner hereby waives any jurisdictional, venue or inconvenient forum objections thereto. BOOKER AND REFERRAL PARTNER EXPRESSLY WAIVE ANY RIGHT TO A JURY TRIAL. Prior to initiating any legal action, the initiating party shall give the other party 60 days written notice of its intent to file an action. Booker will provide notice by e-mail to Referral Partner’s e-mail address on file with Booker, and Referral Partner will provide notice by e-mail to referral.partner@booker.com. During the notice period, the parties will meet, confer, and endeavor by good faith negotiation to amicably settle any disputes. If the parties are unable to amicably settle prior to expiration of the notice period, any controversy, claim, or dispute shall thereafter finally be settled in arbitration pursuant to Section 9.5.
    5. Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or its breach, termination, enforcement, interpretation or validity (including the determination of the scope or applicability of this agreement to arbitration), shall be determined by arbitration in New York, New York before one arbitrator. The arbitration shall be administered by JAMS under its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies (in aid of arbitration) or injunctive relief from a court of appropriate jurisdiction. In the event of violation of Section 8 of this Agreement, monetary damages will not be a sufficient remedy, and Booker may bring an action for injunctive relief against Referral Partner in any court of competent jurisdiction and without posting a bond. The prevailing party shall be entitled to its attorneys’ fees and costs.
    6. Modifications. This Agreement may be amended only either: (i) by Booker generally posting revised terms and conditions on the URL containing these terms, or e-mailing Referral Partner notification that a change has occurred or will occur, and the effective date thereof; or (ii) in a writing signed by both parties.
    7. Entire Agreement. This Agreement constitutes the complete and entire expression of the agreement between the parties, and supersedes any and all other representations, warranties and agreements, whether written or oral, with respect to the subject matter hereof. Referral Partner expressly agrees that any varying or additional terms contained in any purchase order or any other written notification or document issued by Referral Partner shall be of no effect and may be accepted by Booker for administrative convenience only.
    8. Severability; Headings. These terms shall be severable and construed to the extent of their enforceability in light of the parties’ mutual intent. Section headings are provided for reference purposes only and in no way define, limit, construe or describe the scope or extent of any section.
    9. No Third Party Beneficiaries. Referral Partner and Booker agreed and intend that there are no third party beneficiaries to this Agreement.
    10. Authority of Signatory. If this Agreement is signed by an agent or representative of a Party, such agent or representative individually warrants and represents that he or she is authorized to execute this Agreement on behalf of, and bind, such Party.
    11. Non-Solicitation. Referral Partner agrees that during the term of this Agreement and for a period of one (1) year after the termination of this Agreement (for whatever reason), without Booker’s prior written consent, neither Referral Partner nor its affiliates nor agents will solicit, directly or indirectly, Booker’s employees, consultants, contractors or customers to terminate or modify such employee’s, consultant’s, contractor’s or customer’s relationship with Booker or to employ or engage Booker’s employees.
    12. Compliance with Laws and Regulations. Both parties will at all times comply with all applicable governmental laws, statutes, ordinances, rules, regulations, orders, and other requirements applicable to it or to the Booker Offerings, regardless of whether such law, statute, ordinance, rule, regulation, order, or legal requirement had taken effect on the Effective Date or on some later date, including without limitation such governmental requirements applicable to environmental protection, health, safety, wages, hours, equal employment opportunity, nondiscrimination, working conditions, import or export control, customs, and transportation.



2017 New Partner Tiers


Bronze

Silver

Gold

Platinum

Number of referrals

1-3

4-9

10 - 20

21+

Commission per contract which remains in effect and for which Booker has received payment from Referred Customer (the “Referral Fee”)

$250

$400

$400.00 + 20% residuals*

$500 + 30% residuals*

Dedicated Partner Manager & Salesperson

Custom Co-Branded Landing Page

Free Listing in Booker’s Partner Marketplace

Early access to Booker products

Client/partner case study co-created with Booker’s marketing team

Annual business review call with a Booker executive




*Residuals will continue for a maximum of 23 months and subject to the terms of the Agreement.