These Additional Referral Terms and Conditions are incorporated by reference into BuildZoom’s Referral Agreement (the “Agreement”). If you are registering for an account or using the BuildZoom platform on behalf of an entity or other organization, you are agreeing to the Agreement for that entity or organization and representing to BuildZoom that you have the authority to bind that entity or organization to the Agreement (and, in which case, the term “Service Provider” will refer to that entity or organization).
BuildZoom applies a variety of research methods, including analysis of building permits, planning applications, owner feedback, and on-site research, to ascertain the occurrence of Awards. If Service Provider fails to disclose the Award or total Project value, BuildZoom may, at its discretion, apply its research methods to deem an Award has occurred and assess a corresponding Referral Fee.
Upon the occurrence of an Award and Service Provider’s disclosure or BuildZoom’s determination of the total Project value, an invoice for the Referral Fee will be issued to Service Provider. If payment is not completed or arranged within a 3-day period, BuildZoom reserves the right to assess a 15% late fee. Additionally, BuildZoom reserves the right to apply additional late fees if the balance is unpaid for 30 days or more.
A "Secondary Referral" occurs when a Service Provider is awarded a subsequent Referral from a Project Owner initially referred by BuildZoom, within two years after the immediately prior Award with the same Project Owner. Any Secondary Referral is deemed an Award hereunder and all terms and conditions of this Agreement will apply to such Secondary Referral, except that the Base Referral Fee for Secondary Referrals shall be 40% of the default Referral Fee.
The Project value of an Award may increase significantly after the Award has occurred and the Referral Fee has been paid. If the Project value increases by 10% or more, BuildZoom will charge an additional Referral Fee at the same percentage as applied initially to the Project.
Service Provider must put its credit card, debit card, or other payment information on file with BuildZoom for automatic processing of the Referral Fee and any other applicable fees. Service Provider hereby authorizes BuildZoom to charge Service Provider’s payment instrument in accordance with the terms hereof. Prepaid credit cards are not acceptable. Payment failures will count as a delinquent payment and incur additional fees.
If the charge for the Referral Fee fails for any reason, BuildZoom will attempt to process the charge in accordance with the BuildZoom standard practices then in effect (which may be modified from time to time by BuildZoom). BuildZoom retains the right to send Service Provider’s information to a third party after 60 days of nonpayment in an attempt to collect the debt, and Service Provider will be responsible for any and all costs of collection.
The relationship between Service Provider and BuildZoom is that of independent contractors. No employment, partnership or joint venture relationship is formed by the Agreement. Nothing in the Agreement obligates BuildZoom to refer specific, or any, Service Requests to Service Provider, and nothing in the Agreement obligates the Service Provider to accept a Service Request or to contact a Project Owner about a Service Request that the Service Provider has rejected.
Either party may terminate the Agreement at any time, for any reason, upon not less than five (5) days prior written notice to the other party. Upon termination of the Agreement, (i) all outstanding Referral Fee due to BuildZoom at that time shall be fully paid by Service Provider in full within thirty (30) days (including that any future payments under a payment plan will accelerate and become due and payable within such 30-day period); and (ii) the representations and warranties, covenants, indemnification and confidentiality provisions of the Agreement will survive such termination in accordance with their respective terms.
By BuildZoom: BuildZoom represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of Delaware with full corporate power and authority to transact any and all business contemplated by the Agreement and it possesses all requisite authority, power, licenses, permits and franchises to conduct its business as presently conducted.
By Service Provider: Service Provider represents and warrants that (a) if Service Provider is a company, Service Provider is a company duly organized, validly existing and in good standing under the laws of its state or province of organization with full power and authority to transact any and all business contemplated by the Agreement, and (b) it possesses all requisite authority, power, licenses, permits and franchises to conduct its business as presently conducted. Service Provider will maintain all applicable licenses in good standing and follow all applicable laws.
Service Provider agrees to indemnify, defend and hold BuildZoom harmless from and against any and all claims, suits, actions, liabilities, losses, expenses or damages which may hereafter arise, which BuildZoom or its affiliates, directors, officers, agents or employees may sustain due to or arising out of any negligent or intentional act or omission by Service Provider, its affiliates, officers, agents, representatives, contractors or employees or out of any act by Service Provider, its affiliates, officers, agents, representatives, contractors or employees in violation of the Agreement or in violation of any applicable law or regulation.
If any provision of the Agreement is held by any court or other authority of competent jurisdiction to be invalid, illegal or in conflict with any applicable state or federal law or regulation, such law or regulation shall control, to the extent of such conflict, without affecting the remainder of the Agreement.
Each party recognizes that its directors, officers, employees and authorized representatives such as attorneys and accountants, may obtain knowledge of trade secrets, customer lists, membership lists and other confidential information of the other party which is valuable, proprietary, special or unique to the continued business of that party. Accordingly, each party hereto agrees to hold such confidential information (including, but not limited to all information contained in or pertaining to the Agreement) in confidence, not to disclose any such information, and to use its best efforts to ensure that such information is held in confidence by its officers, directors, employees, representatives and others over whom it exercises control.
BuildZoom reserves the right, at its sole discretion, to change or modify portions of the Agreement (including both Referral Agreement and Additional Referral Terms and Conditions). If such change is made, BuildZoom will post the changes on this page and will indicate at the top of this page the date these terms were last revised. BuildZoom will also notify Service Provider, either through the BuildZoom platform user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the BuildZoom platform or changes made for legal reasons will be effective immediately. Service Provider’s continued use of the BuildZoom platform after the date any such changes become effective constitutes your acceptance of such changes.
Except for changes to the Agreement made by BuildZoom, as set forth herein, the Agreement may not be modified or amended, nor any provision hereof waived, other than by a writing signed by both parties.
Neither party may assign, voluntarily, by operation of law, or otherwise, any of its rights, or delegate any of its duties under the Agreement to any party without the other party’s prior written consent, except that either party may assign the Agreement or any of its rights or obligations arising hereunder to the surviving entity in a merger, acquisition, or consolidation in which it participates, or to a purchaser of substantially all of its assets or business. Subject to the foregoing, the Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties.
IN NO EVENT SHALL BUILDZOOM BE LIABLE TO SERVICE PROVIDER FOR ANY (A) SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS OR LOSS OF USE THEREOF, LOST BUSINESS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, EVEN IF SUCH PARTY WAS AWARE OR NOTIFIED THAT SUCH DAMAGES COULD RESULT OR (B) AMOUNT IN EXCESS OF THE AMOUNTS YOU HAVE PAID BUILDZOOM IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). THIS PROVISION SHALL SURVIVE TERMINATION OF THE AGREEMENT.
The Agreement shall be governed and construed in accordance with the laws of the State of California without giving effect to its principles of conflicts of laws. Any action or proceeding in connection with any matter arising out of or in any way connected with the Agreement or any claim for injury or damage related thereto shall be brought and maintained in the state and federal courts located in California, in the county of San Francisco.
The Agreement constitutes the entire agreement between the parties and supersede all oral and written negotiations of the parties with respect to the subject matter hereof.