Strategic Partner Terms

Terms and Conditions for Strategic Referral Partners

Hello and welcome to Freshphone. Please read our Terms and Conditions carefully because they affect your legal rights, including an agreement to resolve any disputes that may arise between us by arbitration on an individual basis instead of by class actions or jury trials. We hope you’re sitting comfortably and have a warm cup of coffee in your hand.

Thanks for choosing Freshphone (“Freshphone”, “us”, or “we”). These Terms and Conditions of Service (the “Agreement”) are entered into by and between the referral partner (“you,” “your” or “Referral Partner”) and Freshphone, a Michigan company headquartered at 517 Baldwin Street, Jenison, Michigan 49428. Please be aware that, any of the following actions, without limitation or qualification, constitutes your acceptance and agreement to be bound by and to comply with all of the terms and conditions of service of this Agreement: (a) your submission of a referral; (b) your accepting the terms and conditions electronically during the sign up process; or (c) your use of the Service (as defined herein). This Agreement includes the terms set forth herein, the Acceptable Use Policy, the Privacy Policy, and all other policies and materials specifically referred to in this Agreement, all of which are incorporated herein by reference. If you do not or are not willing to be bound in its entirety by these terms and conditions, do not proceed. Copyright and Licenses: The entire contents of this Agreement, the Services and Freshphone’s website are protected under the United States copyright laws. The copyright notices and other proprietary legends shall not be removed from the Services and no right to use any trademark is granted under this Agreement.

1. Definitions

“Agreement” means this referral program agreement and all materials referred or linked to on this page.

“Referral Program” means our sales and marketing referral program as described in this Agreement.

“Services” or “Freshphone’s Services” means the digital cloud phone service provided by Freshphone to customers under the standard customer Terms of Service.

“Strategic Partner” and “Referral Partner” means the party, other than Freshphone, entering into this Agreement and participating in the Referral Program.

“Referral Sign Up Link” means the unique tracking link you give to leads and prospects to sign up for Freshphone’s Services.

“Customer” means the company that is authorized and subscribed to Freshphone’s Services.

“Customer Sign Up” means the acceptance of Freshphone’s standard customer Terms of Service using Freshphone’s website.

“Commission” means an amount described in this Agreement that is paid for each Customer Sign Up pursuant to the conditions described herein.

“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) orally, in writing, or via electronic submission, that is designated confidential, and to include all referral, prospect, and customer information used in connection with this Agreement whether or not it is designated as confidential. Confidential Information does not include any information that is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.

2. Confidentiality

Receiving Party shall treat as confidential and shall not disclose or use for the benefit of any person or entity other than Disclosing Party any and all Confidential Information made available or disclosed as a result of or related to this Agreement; provided, however, Receiving Party shall have no obligation hereunder as to any portion of such information which is disclosed by Disclosing Party to others without any restriction on use and disclosure. Confidential Information includes, but is not limited to, prospect information, referral information, costs, billing rates, discounts, processes and procedures, and other information.

3. Application Process

After you submit the sign up form to become a Strategic Partner, we will review your information and notify you when you have been accepted to participate in the Referral Program. If we do not notify you that you are accepted to participate within fourteen (14) days from your submission date, your application is considered to be rejected. If you are accepted to participate in the Referral Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply until terminated, pursuant to the terms set forth below.

4. Referrals and Eligibility

4.1 Referral Sign Up Links & Promo Codes

Freshphone will provide you, your agents, and sales representatives each with a unique Referral Sign Up Link and/or Promo Codes. This link can be used to subscribe to Freshphone’s Services. Each link will have a unique value so you and Freshphone can track which person at your organization is responsible for each referral. You are eligible and authorized to use your Referral Sign Up Link(s) while this Agreement is in effect.

4.2 Referral Process

You will provide a Referral Sign Up Link to your customers and/or prospects and instruct them to sign up for Freshphone’s Services using the link. After the sign up is complete, Freshphone will contact the new Subscriber and begin the onboarding and architecting process. If a company signs up for Freshphone’s Services without using your Referral Sign Up Link, please contact us within thirty (30) days so we can verify the referral and calculate your Commission, pursuant to this Agreement. We will always do our best to give credit where credit is due, even if a Subscriber was referred to Freshphone by you and neglected to use your Referral Sign Up Link. If you do not contact us within thirty (30) days of a Customer Subscription, you will not receive a Commission for the referral.

4.3 Referral and Sales Support

If you need assistance with the Referral Program or general help with sales, please contact Freshphone.

5. Commissions

Freshphone will pay a Commission for a Customer Subscription submitted using one of your Referral Sign Up Links. Commission is calculated when the Subscriber pays their first monthly service invoice to Freshphone (“Calculation Date”).

6. Commission Amount and Calculations

This is defined in your Partner Approval that you receive via email upon acceptance into the program.

7. Payment

This is defined in your Partner Approval that you receive via email upon acceptance into the program.

8. Training and Support

Freshphone may offer training to you, your agents, and your representatives. In-person and on-site training is not guaranteed. Contact us for more information.

9. Freshphone’s Proprietary Rights

No license to any software is granted by this Agreement. The Freshphone Services and all related intellectual property are protected by intellectual property laws. The Freshphone Services belong to and are the property of us or our licensors, if applicable. We retain all ownership rights in the Freshphone Services. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on Freshphone’s Services, in whole or in part, except as expressly authorized in writing by us. You may not use the Freshphone logo and other marks that we use without written permission.

10. Customer’s Proprietary Rights

Customer retains the right to access and use their information for Freshphone’s Services. Customer owns and retains all rights to their Customer Data.

11. Termination

This Agreement will apply for as long as you participate in the Referral Program, until terminated. Both you and we may terminate this Agreement on written notice to the other party. We may terminate this Agreement immediately if you breach the terms applicable to your Agreement with us, or if we determine that you are acting, or have acted, in a way that has or may negatively reflect on us, our prospects, our customers, or stakeholders. Termination will not affect our obligation to pay you a Commission pursuant to the terms of this Agreement. Upon termination, you must immediately stop using all of our trademarks, logos, and references to this Strategic Partner program in your marketing collateral and website.

12. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and Referrals) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Referral Program, (b) our use of the prospect data you provided us, or (c) your noncompliance with or breach of this Agreement. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

13. Disclaimer of Warranties; No Indirect Damages

The Referral Program is provided “as-is” without warranty of any kind. To the extent permitted by law, in no event shall either party be liable for any indirect, punitive, or consequential damages, including lost profits, or business opportunities. If we are determined to have any liability to you or any third party, the parties agree that our aggregate liability will be limited to the total commission amounts you have actually earned for the related customer transactions in the twelve (12) month period preceding the event giving rise to a claim. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than twelve (12) months after the cause of action has occurred.

14. Non-Solicitation

You agree not to intentionally solicit any of our employees for employment during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement.

15.  Applicable Law and Force Majeure

This Agreement shall be governed by the laws of the State of Michigan, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Grand Rapids, Michigan. Parties will not be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Parties will use reasonable efforts to mitigate the effect of a force majeure event.

16.  Relationship

Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement. You may not claim to represent Freshphone in an official capacity. You may not act as a legal agent of Freshphone or guarantee pricing not otherwise posted on the Freshphone website or specified in writing for a particular purpose.

17. Severability.

If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

Last Updated September 25, 2019.