1.Appointment and Relationship
BambooHR LLC ("BambooHR") and the entity accepting these terms ("Partner") enter into this Partner Agreement ("Agreement") to define the terms under which Partner may promote and resell BambooHR's HR software services to end customers ("End Customers"). BambooHR hereby appoints Partner as a non-exclusive, limited authorised reseller of the Services in the Territory specified in the applicable Partner Order Form.
Nothing in this Agreement shall be construed to create an employment, agency, joint venture, or partnership relationship between BambooHR and Partner. Partner is an independent contractor and has no authority to bind BambooHR to any contract or obligation. Partner shall not represent itself as an employee, agent, or representative of BambooHR.
2.Partner Obligations
Partner shall: (a) actively promote and market the Services to prospective End Customers; (b) maintain a trained team capable of selling and supporting the Services; (c) accurately represent the features, functionality, and pricing of the Services to prospective customers; (d) comply with all applicable laws and regulations in its promotion and resale activities; and (e) maintain records of all End Customer transactions for a period of not less than three (3) years.
Partner shall not make any representations, warranties, or guarantees about the Services that are inconsistent with BambooHR's official Documentation or marketing materials. Partner is responsible for all customer communications related to its resale activities and shall promptly escalate any customer complaints or support issues to BambooHR.
3.Authorized Resale Rights
Partner is authorised to resell BambooHR subscriptions to End Customers at prices determined by Partner, subject to any minimum pricing guidelines set forth in the applicable Partner Programme Guide. Partner shall ensure that each End Customer executes BambooHR's standard Customer Terms of Service before accessing the Services.
All End Customer accounts provisioned through Partner are subject to the same security and compliance standards as direct BambooHR accounts. Partner shall promptly notify BambooHR of any End Customer that ceases operations, becomes insolvent, or fails to pay for Services.
4.Pricing, Fees, and Payment
BambooHR will invoice Partner at the discounted partner pricing set forth in the applicable Partner Order Form. Partner may set its own pricing for End Customers, subject to BambooHR's minimum pricing guidelines. BambooHR reserves the right to change partner pricing upon sixty (60) days' written notice.
Partner fees are due and payable net thirty (30) days from the date of invoice. Overdue amounts accrue interest at the rate of one percent (1%) per month or the maximum rate permitted by applicable law. BambooHR reserves the right to suspend Partner's access and provisioning rights for overdue accounts.
5.Marketing and Co-Branding
Subject to compliance with BambooHR's brand guidelines (available in the Partner Portal), Partner may use BambooHR's name, logo, and trademarks solely to identify Partner as an authorised BambooHR partner and in promotional materials for the Services. Partner shall submit any co-branded materials to BambooHR for approval before use.
Partner grants BambooHR a non-exclusive, royalty-free licence to use Partner's name and logo on BambooHR's website and in promotional materials identifying Partner as an authorised partner. BambooHR will comply with Partner's reasonable brand usage guidelines.
6.Term, Termination, and Effects
This Agreement commences on the date it is accepted and continues for an initial term of one (1) year, thereafter renewing automatically for successive one-year terms unless either party provides at least sixty (60) days' written notice of non-renewal. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days.
Upon termination, Partner shall: (a) cease all use of BambooHR's trademarks and marks; (b) remove all references to BambooHR's authorised partner status from its materials; and (c) cooperate with BambooHR to transition End Customers to direct BambooHR accounts or other arrangements. The obligation to transition End Customers shall survive termination.
