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CallRail Referral Program Agreement

Effective date: November 2021

Please read this Agreement carefully, as it forms a legally binding agreement between You and CallRail, and applies to Your participation in the Referral Program. By distributing your Unique Free Trial Link, you agree to participate in the Referral Program. You agree to use the Referral Program only in the manner specified in this Agreement.

If you do not agree to this Agreement in its entirety, You are not authorized to distribute your Unique Free Trial Link or to participate in the Referral Program in any manner.

1. Definitions

  • “Agreement” means these Referral Program Terms and Conditions and all other terms, conditions, policies, and procedures referenced or linked herein.
  • “CallRail Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
  • “CallRail Lead” means a prospective, new CallRail customer or affiliate or agency partner with whom CallRail sales or marketing has interacted with in the past 90 days.
  • “CallRail Service” means our web-based call analytics software that is subscribed to, and developed, operated, and maintained by us, accessible via https://www.callrail.com or another URL that We designate.
  • “Customer Terms of Service” means the terms and conditions located at https://www.callrail.com/legal/, which may be modified from time to time.
  • “End User” means a Referred Customer that agrees to the Customer Terms of Service and that CallRail accepts in accordance with Section 4.
  • “Free Trial” means in the fourteen (14) day period during which an End User can use the CallRail Services before being required to pay for services.
  • “Pre-existing CallRail Customer” means any previous CallRail customer, agency or affiliate partner, regardless of current account status.
  • “Prospect Data” means information related to one or more potential Referred Customers provided by You in connection with the Referral Program.
  • “Referred Customer” means the party that Referrer gives its Unique Free Trial Link.
  • “Unique Free Trial Link” means the unique link given to each Referrer to provide to its prospective Referred Customers for use in the registration process.
  • “We”, “us”, “our”, and “CallRail” means CallRail, Inc.
  • “You” or “Referrer” means the party, other than CallRail, entering into this Agreement and participating in the Referral Program.

2. CallRail Referral Program

The CallRail Referral Program is available for participation by all CallRail customers and affiliate partners who meet the requirements set forth in this Agreement. To participate in the Referral Program as a Referrer, a customer or affiliate partner must have an open CallRail account in good standing. Referrers may generate a one-time referral fee in the amount of $50 (“Referral Fee”) by referring sales leads to CallRail, subject to the terms of this Agreement. In no event may the Referrer be an employee of CallRail. In no event may the Referrer be a member of the CallRail Partner Program or the Affiliate Program.

2. Non-Exclusivity

This Agreement does not create an exclusive agreement between You and Us. You may work with and recommend products and services similar to Ours, and likewise, we may work with and recommend products and services similar to yours.

3.Referral Transactions

Referrer Rights and Obligations. We grant You, subject to the terms of this Agreement, a non-transferable, non-exclusive right to provide to Referred Customers your Unique Free Trial Link, for such Referred Customers to register for access to the CallRail Service in accordance with this Agreement and the Customer Terms of Service. In no event may You use or otherwise provide the Unique Free Trial Link in any type of paid advertising.

Referral Program Limits. We will pay the Referrer a Referral Fee, provided that both the Referrer and End User remains eligible pursuant to the terms of this Agreement.

Eligibility. To be eligible for a Referral Fee, a Referred Customer must be accepted as an End User in accordance with the ‘Customer Acceptance’ section. Referrers are not eligible to receive Referral Fees in the following circumstances: (i) the Referred Customer is a CallRail Lead or Pre-Existing CallRail Customer; (ii) the Referral Fee is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of the Referrer’s jurisdiction; (iii) the Referrer is an employee of CallRail or (iv) the Unique Free Trial Link was provided pursuant to paid advertising. We may discontinue the Referral Fee should any of the eligibility criteria set forth in Agreement fail to be met at any time.

Customer Acceptance. Each Referred Customer must register for a Free Trial using the Unique Free Trial Link which can be found within the account section of Your CallRail subscription. CallRail will accept or reject the Referred Customer, in CallRail’s discretion. Without limiting the foregoing, CallRail will not accept a Referred Customer who is a CallRail Lead or a Pre-Existing CallRail Customer. If CallRail accepts the Referred Customer, the Referred Customer will be required to agree to the Customer Terms of Service and provide CallRail credit card information, at which time the Referred Customer can begin a Free Trial. Once the Referred Customer agrees to the Customer Terms of Service, it becomes an “End User”. CallRail will invoice End User for the CallRail Service on the 15th day after the Free Trial begins. If the End User has not canceled its account with CallRail or asked for a refund by the 60th day, CallRail will issue the Referral Fee to the Referrer.

Acceptable Use. You will take all reasonable steps to ensure that Your End Users do not use the CallRail Services in violation of the Customer Terms of Service. If You discover or have reason to believe that any Referred Customer is making use of the CallRail Services in violation of the Customer Terms of Service, then You will immediately notify Us in writing.

4. Trademarks

You grant to us a non-exclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Partner Marks”) during the term of this Agreement in connection with the Referral Program.

During the term of this Agreement, You may use our trademarks solely in compliance with the usage requirements in this section. You must: (i) only use the images of Our trademark that We make available to You, without altering them in any way; (ii) only use Our trademarks in connection with Your participation in the Referral Program; and (iii) immediately comply if We request that You discontinue use. You must not: (i) use Our trademarks in a misleading or disparaging way; (ii) use Our Trademarks in any way that implies We endorse, sponsor or approve of Your services or products; or (iii) use Our trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

5. Proprietary Rights

CallRail's Proprietary Rights. No license to any software or service is granted by this Agreement. The CallRail Services are protected by intellectual property laws. The CallRail Services belong to and are the property of Us or Our licensors (if any). We retain all ownership rights in the CallRail Services. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the CallRail Content, or the CallRail Services in whole or in part, by any means, except as expressly authorized in writing by us. CallRail, the CallRail logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement. All customers and Referrers may provide comments and/or suggestions for improving the CallRail Services (“Feedback”). In the event that you provide any such Feedback, You agree that all such Feedback will be non-confidential and that We own all rights to use Feedback in any manner, including without limitation to incorporate Feedback into the CallRail Services, without payment to you. You hereby assign any right, title, and interest in any such Feedback to CallRail.

6. Confidentiality

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process. Term and Termination

7.Terms and Termination

Term. This Agreement will apply for as long as You participate in the Referral Program unless terminated earlier in accordance with the terms of this Agreement.

Termination Without Cause. Either You or We may terminate this Agreement on sixty (60) days’ prior written notice to the other party. Termination for Cause. We may terminate this Agreement and/or suspend Your and/or any End User’s access to the CallRail Services: (i) upon thirty (30) days’ notice to You and/or such End User of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if the You or such End User violates the Customer Terms of Service or applicable local, state, federal, or foreign laws or regulations, (iii) immediately if You breach the terms applicable to Your subscription to Us (if You have one), including if You default on Your payment obligations to Us, or (iv) immediately, if We determine that You or such End User is acting in a way that has or may negatively reflect on or affect Us, Our prospects, or Our customers. Effects of Expiration/Termination. Termination of your CallRail account constitutes a termination of this Agreement. In the event of termination by us, our obligation to pay and your right to receive any Referral Fee will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Referral Fees prior to the date of termination.

8. Referrer Representations and Warranties

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Referral Program and to provide the Prospect Data to us for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Referral Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Partner Marks.

Indemnification. You will indemnify, defend and hold Us, our Affiliates, and the directors, officers, employees, subcontractors, licensors, agents, members, managers, shareholders, agents, and representatives of Us and our Affiliates (each, an “Indemnitee”) harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against an Indemnitee by a third party not affiliated with an Indemnitee 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, (c) Your noncompliance with or breach of this Agreement, including any non-compliance with or breach of applicable law, (d) Our use of the Partner Marks. We will, where feasible: (a) notify you in writing within thirty (30) days of Our becoming aware of any such Action; (b) give You sole control of the defense or settlement of such a claim using counsel reasonably acceptable to Us; and (c) 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: (a) imposes any obligation on Us or any Indemnitee; (b) requires Us or any Indemnitee to make any admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on Us or any Indemnitee without prior written consent from Us and any applicable Indemnitee.

9. Disclaimers; Limitations of Liability

Disclaimer of Warranties. CALLRAIL, INC. AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE CALLRAIL SERVICES, CALLRAIL CONTENT, THE REFERRAL PROGRAM, OR THE OPTIONAL REFERRAL PROGRAMS FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE CALLRAIL SERVICES AND OPTIONAL REFERRAL PROGRAMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE CALLRAIL SERVICES AND THE REFERRAL PROGRAM INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. No Indirect Damages. 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. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY RELATED TO THIS AGREEMENT, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL REFERRAL FEES YOU HAVE ACTUALLY EARNED FOR THE RELATED REFERRAL TRANSACTION IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM, OR TO THE FIRST CLAIM IN A SERIES OF CLAIMS. FOR THE AVOIDANCE OF DOUBT, THIS LIMITATION IS CUMULATIVE AND NOT PER-CLAIM OR PER-TRANSACTION.

10. Non-Solicitation

You agree not to intentionally solicit for employment any of Our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both You and We acknowledge that: (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either Our employees or contractors.

11. General

Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted at https://www.callrail.com/referrals/agreement and we will notify you via email using an email address You have provided. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

Applicable Law. This Agreement shall be governed by the laws of the State of Georgia, 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 Atlanta, Georgia.

Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; 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. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

Actions Permitted. 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 one (1) year after the cause of action has accrued.

Relationship of the Parties. 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.

Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on Your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email, phone calls, or SMS messages), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. You may not participate in the Referral Program where doing so would be prohibited by any applicable law or regulations. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the CallRail Services. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the CallRail Services to prohibited countries or individuals or permit use of the CallRail Services by prohibited countries or individuals.

Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

Notices. Other than as set forth otherwise herein, notice will be sent to the contact address below (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt. To CallRail, Inc.: CallRail, Inc., 100 Peachtree St NW Suite 2700, Atlanta GA 30303, U.S.A. Attention: legal@callrail.com To You: Your address (which may be Your physical address or your email address, at our discretion) as provided in Our account information for You. By entering into this Agreement electronically, you are communicating with us electronically and consenting to conduct transactions electronically. We may give electronic notices by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

Entire Agreement. This Agreement is the entire agreement between You and Us for Referral Program and supersedes all other proposals and agreements (including all prior versions of the CallRail Referral Program Agreement, if any), whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by You, including those contained in Your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the CallRail Services or dependent on any oral or written public comments made by Us regarding future functionality or features of the CallRail Services. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

No Licenses. We grant to You only the rights and licenses expressly stated in this Agreement, and You receive no other rights or licenses with respect to us, the CallRail Services, our trademarks, or any other property or right of Ours.

Sales by CallRail. This Agreement shall in no way limit Our right to sell the CallRail Services, directly or indirectly, to any current or prospective customers.

Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. Survival. The following sections shall survive the expiration or termination of this Agreement:, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.