Effective Date: September 16, 2025
Gerra: 732 South 6th Street, Las Vegas, NV 89101
Referral Partner: The individual or entity that accepts these terms (via click-accept, message or signature) ("Referral Partner").
Acceptance. By clicking "I agree," generating or using a referral link containing ?refp=, or submitting referrals to Gerra after being presented with this Agreement, Referral Partner agrees to these terms. If you prefer a signed copy, Gerra will countersign the same text.
1.1 Purpose. Referral Partner introduces prospective customers to Gerra via approved link(s) and/or warm email introductions (the "Program").
1.2 Independent Contractor; No Authority. Referral Partner isn't Gerra's agent/employee, may not bind Gerra, quote binding pricing, make warranties, or speak on Gerra's behalf.
1.3 Non-Exclusivity. Both parties may work with others.
2.1 Referral Link & Cookies. Gerra provides a unique URL containing ?refp=[partner]. A first-party cookie persists 14 days from the last valid click.
2.2 Attribution Window. A Qualified Booking (defined in §3.1) is attributed if (a) it occurs while the cookie is valid, or (b) the booking session includes the valid refp parameter.
2.3 Multiple Referrers. Last-click wins within the 14-day window.
2.4 Manual Attribution. If a prospect books off-link, Gerra may attribute where (i) the prospect identifies Referral Partner in writing, or (ii) Referral Partner provides dated evidence of a warm intro before the account was active in Gerra's CRM.
2.5 Ineligible Leads. House Accounts designated by Gerra in writing before the referral are not commissionable. Gerra may update the House list prospectively (existing approved, attributed leads aren't retro-affected).
3.1 Qualified Booking. A new paid customer order for Gerra's services attributable under §2, for which Gerra actually collects payment.
3.2 Rates. 10% of Net Revenue on Initial Order(s); if three (3) or more Qualified Bookings convert to paid revenue (initial payments received) in the same calendar month, rate is 15% for all that month's Qualified Bookings.
3.3 Initial Order(s):
Renewals/expansions/later purchases aren't commissionable unless separately referred and attributed under §2 during a new 14-day window.
3.4 Payment Timing; Statements. ACH within 15 days after Gerra receives customer payment, with a calculation statement.
3.5 Net Revenue. Amounts collected minus: taxes/duties/withholdings and any line items designated pass-through at cost (e.g., shipping, customs, venue/union fees, drayage, rigging, temporary power, security, regulator/venue-mandated third-party charges).
3.6 Chargebacks & A/R.Refunds/credits and invoices >60 days past due are reversed or netted against future commissions.
3.7 No Gaming. Self-referrals, cookie stuffing, link hijacking, unauthorized paid search on Gerra brand terms, or deceptive tactics void eligibility.
4.1 Use Approved Assets. Use Gerra-approved public materials; no public price sheets or discount promises.
4.2 No Quotes/Contracts. Only Gerra issues binding pricing/SOWs/contracts.
4.3 Truthful & Compliant. Comply with CAN-SPAM/TCPA and applicable privacy laws (e.g., GDPR/CCPA where applicable). No false, misleading, comparative, or performance claims about Gerra or competitors.
4.4 No Sub-Agents. No affiliate networks or sub-referrers without Gerra's written consent.
5.1 Confidential Information. Any non-public info disclosed by a Party, including: product/technical designs, architectures, code, interfaces/APIs, datasets/models, research, roadmaps, safety/compliance methods, operating procedures, pricing/commercial terms, financials, customer/prospect lists, pre-release, pipeline, and "ripening" opportunities, supplier/OEM/logistics details, and any analyses/notes/derivatives.
5.2 Use & Care. Use only to perform under this Agreement; protect with at least reasonable care; disclose only to employees/individual contractors who need to know and are bound by written confidentiality terms at least as protective. No disclosure to advisors/investors/financing sources without the Discloser's prior written consent.
5.3 Mandatory Disclosure. If legally compelled, give prompt notice (when permitted) and disclose only what's required.
5.4 Exclusions. Public without breach; already known without duty; independently developed without use of CI; rightfully received without duty.
5.5 Duration; Remedies; Return/Deletion. Duties survive 3 years from each disclosure; for trade secrets, as long as they remain trade secrets. Discloser may seek injunctive relief. On request or termination, promptly stop use and return or destroy CI (certify destruction on request).
5.6 IP Ownership. Gerra retains all rights in its software, models, data/telemetry, documentation, and marks. No license is granted. No reverse engineering, scraping, benchmark publication, or training models on Gerra materials.
Referral Partner represents, warrants, and covenants that it will:
7.1 Pilot Term. Ninety (90) days from Effective Date; then month-to-month unless either Party gives 15 days' notice.
7.2 Program Changes. Gerra may update Program mechanics/procedures on a go-forward basis by posting an updated version and notifying Referral Partner. Material adverse changes to commission rates won't apply retroactively to already-attributed Qualified Bookings.
7.3 Termination for Convenience. Either Party may terminate on 15 days' written notice.
7.4 Termination for Cause. Immediate termination for material breach (including §4 or §5 violations, fraud, or illegal conduct) if not cured within 10 days of notice (or immediately if incurable).
7.5 Suspension ("Clean Kill Switch"). Gerra may immediately suspend link attribution and temporarily withhold unpaid commissions only while Gerra, in good faith, investigates suspected fraud, misrepresentation, unlawful outreach, or a breach of §4 or §5.
7.6 Effect of Termination. Commissions remain payable for Qualified Bookings booked and paid on or before the effective termination date. There is no trailing commission.
8.1 No Consequential Damages. To the max extent allowed, neither Party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or lost profits/revenue.
8.2 Cap. Except for Excluded Claims, each Party's total direct liability is capped at the total commissions paid or payable to Referral Partner in the 12 months before the event giving rise to liability.
8.3 Excluded Claims (uncapped). (i) Referral Partner's indemnity under §8.4; (ii) breach of §5 (Confidentiality); (iii) willful misconduct or gross negligence causing bodily injury or tangible property damage; (iv) violations of anti-bribery/export/sanctions laws.
8.4 Referral Partner Indemnity. Referral Partner will defend, indemnify, and hold harmless Gerra and its affiliates, officers, directors, employees, and agents from third-party claims, losses, and costs (including reasonable attorneys' fees) arising out of: (a) Referral Partner's marketing/statements (including misrepresentation or unlawful outreach); (b) Referral Partner's breach of this Agreement; (c) Referral Partner's violation of law; or (d) allegations that materials provided by Referral Partner infringe or misappropriate a third party's rights. Gerra may participate with its own counsel at its own expense.
9.1 Taxes. Each Party is responsible for its own taxes. Commissions are paid without withholding unless required by law (Referral Partner must furnish tax forms/W-9/W-8).
9.2 Records & Reconciliation. Gerra will maintain reasonable Program records; upon written request no more than once per 12 months, Gerra will provide a reconciliation summary of attributed bookings and commissions at the agent's cost.
10.1 House Accounts. Gerra may designate House Accounts by written notice, effective prospectively; previously attributed opportunities are unaffected.
10.2 Publicity. No use of the other Party's name/marks in press/case studies without prior written approval.
11.1 Governing Law; Venue. Nevada law (conflicts rules excluded); exclusive venue in state or federal courts in Clark County, Nevada.
11.2 Notices.
11.3 Assignment. Referral Partner may not assign without Gerra's written consent. Gerra may assign to an affiliate or in M&A/asset sale.
11.4 Force Majeure. Neither Party is liable for delays/failures due to causes beyond reasonable control.
11.5 Entire Agreement; Amendments; Waiver; Severability; Counterparts. This is the entire agreement. Amendments must be in writing (email acceptance permitted). Failure to enforce isn't a waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary; the remainder stays in effect. E-signatures and counterparts permitted.
If you have any questions about these terms, please contact us at:
Email: team@gerra.com
Phone: (213) 418-1081