CallRail Referral Program Terms & Conditions
Published February 6, 2024
Please read this Agreement carefully, 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.
We may occasionally update this Agreement in our discretion accordance with the terms of Section 14(a).
1. Definitions
2. CallRail Referral Program
The CallRail Referral Program is available for participation by all CallRail customers who meet the requirements set forth in this Agreement. This program is only eligible for CallRail customers who are not already enrolled in our Agency Partner Program. To participate in the Referral Program as a Referrer, a customer must have an open CallRail account in good standing. Referrers may generate Commissions for themselves and Referred Customers by referring sales leads to CallRail and earning Commissions on the first transaction paid by the Referred Account.
3. 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.
4. Referral Transactions
5. Commissions and Payment
In order for You to receive a Commission with respect to each Referred Customer : (1) the Referred Customer must sign up using Your Unique Free Trial Link; (2) the Referred Customer’s account must pay CallRail an invoice; and (3) You must have an active CallRail account in good standing at the time of Commission payment. You must comply with all the requirements in this section in order to receive Commissions.
Payments to the Referrer and Referred Customers shall be calculated by CallRail sixty (60) days from the date on which the referred new Customer begins a Subscription to CallRail’s Services. If the referred new Customer cancels their subscription, no Commission shall be awarded. CallRail reserves the right to change any aspect of Partner compensation, including but not limited to, commission rates, payment dates, and duration of payments, at any time for any reason.
In order to receive payment, you must have agreed to these terms within the partner portal. We will not pay more than one Commission or other similar referral fees on any given partner sale (unless we choose to in our discretion).
6. 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.
7. Promotion Restrictions
You may send emails to your users to promote CallRail as long as the recipient is a customer or subscriber of your services or website, and recipients have the option to unsubscribe. If it comes to our attention that you are promoting us in a wrong way, we will consider that cause for immediate termination of your participation in the CallRail Referral Program.
Referrers that bid in their pay-per-click campaigns on keywords such as callrail, callrail.com, www.callrail, www.callrail.com, call tracking, conversation intelligence, and/or any similar or misspelled alterations of these, will be considered trademark violators, and will be banned from the CallRail Referral Program.
Referrers shall not use any online advertising services (i. e. Google AdWords, Microsoft Ads, etc.) to promote CallRail or act on our behalf, or use any technologies to abuse our Referral Program, including, but not limited to, an application that causes the overwriting of partner commission tracking cookies; intercepts searches to redirect traffic through an installed software; set commission tracking cookies through loading of CallRail site in iFrames, hidden links and automatic pop-ups that open callrail.com’s site and etc.
Referrers are permitted to use advertising methods to drive traffic to their own content or offerings, including courses and related materials. However, Referrers are strictly prohibited from using these advertising methods to directly promote or link to callrail.com.
Referrers are strictly prohibited from referring their own business solely to earn commissions. Referrals must be genuine and involve external entities that align with our objectives. Violation of this provision may result in account suspension, termination, and forfeiture of pending self-referral commissions.
8. Proprietary Rights
9. 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.
10. Term and Termination
11. 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.
12. 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 Referral 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.
13. Disclaimers; Limitations of Liability
14. 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.
15. General