CallRail Referral Program Terms & Conditions
Published August 10, 2017
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
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“Agreement” means these Referral Program Terms and Conditions and
all other terms, conditions, policies, and procedures referenced or
linked herein.
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“CallRail Content” means all information, data, text, messages,
software, sound, music, video, photographs, graphics, images, and
tags that we incorporate into our services.
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“CallRail Lead” means a prospective, new CallRail customer with whom
CallRail Sales or Marketing has interacted with in the past 90 days.
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“CallRail Products” means both the Subscription Service and Other
Products.
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“Customer Terms of Service” means the terms and conditions located
at
https://www.callrail.com/legal/
, which may be modified from time to time.
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“End User” means the authorized actual user of the CallRail Products
or the party on whose behalf You use the CallRail Products.
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“End User Data” means all information that an End User, or You
acting on End User’s behalf, submit or collect via the CallRail
Products and all materials that an End User, or You acting on End
User’s behalf, provides or posts, uploads, inputs or submits for
public display through the CallRail Products.
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“Free Trial” means the period of time in which a
Referred Customer can use the CallRail
Products before being required to pay for services.
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“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.
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“Pre-existing CallRail Customer” means any previous CallRail
customer, regardless of current account status.
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“Program Policies” means the policies applicable to the Referral
Program which We have published at
https://www.callrail.com/referrals/agreement, as updated from time to time, which are incorporated by reference
into and made part of this Agreement.
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“Prospect Data” means information related to one or more potential
Referred Customers provided by You in connection with the Referral
Program.
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“Subscription 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. The Subscription Service does not
include any implementation, customization, training, consulting,
additional support or other professional services, or fees for
third-party products or services.
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“Other Products” means any implementation, customization, training,
consulting, additional support or other professional services, or
fees.
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“Account Credit” means the discount applied to any CallRail invoice
or otherwise made available by Us to Referrers andReferred Customer
as part of the Referral Program.
- “We”, “us”, “our”, and “CallRail” means CallRail, Inc.
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“You” or “Referrer” means the party, other than CallRail, entering
into this Agreement and participating in the Referral Program.
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“Referred Customer” means the referred party that signs up via the
Referrer’s unique referral link.
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. To participate in the Referral Program as a Referrer, a
customer must have an open CallRail account in good standing.
Referrers may generate CallRail account credits for themselves
andReferred Customers by referring sales leads to CallRail and earning
an account credit on each sale that ages past one hundred and five
(105) days.
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
- Referrer Rights and Obligations. We grant You, subject to the
limitations set forth in this Agreement, and subject to Your
compliance with the terms of this Agreement, a non-transferable,
non-exclusive right to provide to End Users your Unique Free Trial
Link, for such End Users to register for access to the CallRail
Products in accordance with this Agreement and the Customer Terms of
Service.
- Referral Program Limits. We will pay the Referrer and the
Referred Customer an Account Credit based on the type of
subscription the Referred Customer maintains to the Subscription
Service, provided that each of the Referrer and Referred Customer
remains eligible to receive an Account Credit pursuant to the terms
of this Agreement.
- Eligibility. To be eligible for an Account Credit, an End
User must be accepted as a Referred Customer in accordance with the
‘Customer Acceptance’ section.
Referrers are not eligible to receive Account Credits based on
transactions with a CallRail Lead (as defined below) or if: (i) such
Account Credit 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; (ii) the Referred Customer does not
otherwise meet the eligibility criteria set forth in Section 5. We
may discontinue Account Credit should any of the eligibility
criteria set forth in this or in Section 5 fail to be met at any
time.
- Customer Acceptance. Each Referred Customer must register for
a Free Trial using the Your Unique Free Trial Link which can be
found within the Account section of Your CallRail subscription.
Should the intended Referred Customer not register for a CallRail
account using the Referrer’s Unique Free Trial Link, the Referrer
has 30 days from the date of the intended Referred Customer’s
account creation to notify CallRail of the referral. Upon such
notice, CallRail may, at its discretion, choose to add the
particular End User to the Referral Program as a Referred Customer
of the Referrer. Without limiting the foregoing, CallRail typically
will not accept a Referred Customer who is a CallRail Lead or a
Pre-Existing CallRail Customer.
- Acceptable Use. You will take all reasonable steps to ensure
that Your Referred Customers do not use the CallRail Products 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 Products in violation of the Customer Terms of Service,
then You will immediately notify Us in writing.
5. Account Credit and Payment.
In order for You to receive an Account Credit 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
remain in good standing for one hundred and five (105) days (which
includes the timely and complete payment of no less than four (4)
invoices); and (3) You must have an active CallRail account in good
standing at the time of Account Credit payment. You must comply with
all the requirements in this section in order to receive Account
Credits.
We will apply the Account Credit amount due to the Referrer on their
next invoice after the Referred Customer has paid their fourth invoice
or held their account in good standing for one hundred and five (105)
days. The Referred Customer will be paid the Account Credit on their
fourth invoice after they have held their account in good standing for
one hundred and five (105) days; provided, however, that pre-payment
in full by a Referred Customer of a single invoice for an annual
commitment will be recognized by Us as full satisfaction of the
requirement to pay four invoices. The Account Credit will be paid in
USD as an account invoice credit, automatically applied to the
Referrer’s and Referred Customer’s CallRail account. We will not issue
more than one Account Credit or other similar referral fees on any
given partner sale (unless we choose to in our discretion).
The Account Credit will be determined based on the CallRail pricing
plan selected by the Referred Customer at the time of sign up. The
Referrer and Referred Customer will receive a $50 account credit per
one (1) Starter Plan Referred Customer, or $150 account credit per one
(1) Pro or Elite Plan Referred Customer. Account Credits can rollover
and apply to additional invoices should the Referer’s or Referred
Customer’s CallRail invoice at the time of Account Credit payment
exceeds the amount of the Account Credit.
Once a Referrer’s Account Credits exceed $200 USD, CallRail may choose
to pay a Referrer via check payment as opposed to Account Credit at
Our sole discretion. Any amount paid to you by us may be offset by any
amount you owe to us. Once the aggregate amount of Account Credits due
to a Referrer exceeds $600 USD, CallRail will require a W-9 document
from the Referrer for tax purposes.
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. Proprietary Rights
- CallRail’s Proprietary Rights. No license to any software is
granted by this Agreement. The CallRail Products are protected by
intellectual property laws. The CallRail Products belong to and are
the property of Us or Our licensors (if any). We retain all
ownership rights in the CallRail Products. You agree not to copy,
rent, lease, sell, distribute, or create derivative works based on
the CallRail Content, or the CallRail Products 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 products (“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 Products, without payment to you. You hereby
assign any right, title, and interest in any such Feedback to
CallRail.
- End User’s Proprietary Rights. As between You and each End
User, each End User retains the right to access and use the End User
portal associated with the CallRail Products regardless of whether
You placed the order with Us for such End User or made or make
payments for such End User. Each End User will own and retain all
rights to its End User Data. If We deem it to be necessary, in our
sole discretion, We may communicate directly with any End User
and/or may port ownership of the portal and related assets
(including phone numbers) associated with the CallRail Products to
the End User.
8. 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.
9. Term 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 Products:
(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) upon fifteen (15) days’ notice to You or such End
User of non-payment of any amount due hereunder if such amount
remains unpaid at the expiration of such period, (iii) immediately,
if You or such End User becomes the subject of a petition in
bankruptcy or any other proceeding relating to insolvency,
receivership, liquidation or assignment for the benefit of
creditors, (iv) immediately, if the You or such End User violates
the Customer Terms of Service or applicable local, state, federal,
or foreign laws or regulations, (v) 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 (vi)
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.
Expiration of this Agreement, and termination In the event of
termination without by us, our obligation to pay and your right to
receive any Account Credit will terminate upon the date of such
termination, regardless of whether you would have otherwise been
eligible to receive Account Credits prior to the date of
termination. Except as expressly set forth in this section, you are
not eligible to receive an Account Credit after expiration or
termination of this Agreement.
10. 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.
11. 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.
12. Disclaimers; Limitations of Liability
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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 PRODUCTS, 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 PRODUCTS 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 PRODUCTS AND THE REFERRAL PROGRAM INCLUDING
ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
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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.
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Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS
AGREEMENT, WE OR ANY OF OUR AFFILIATES IS DETERMINED TO HAVE ANY
LIABILITY TO YOU OR ANY THIRD PARTY RELATED TO THIS AGREEMENT, THE
PARTIES AGREE THAT OUR AGGREGATE LIABILITY (OR THAT OF THE
APPLICABLE AFFILIATE) WILL BE LIMITED TO THE TOTAL ACCOUNT CREDIT
AMOUNTS 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.
13. 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.
14. General
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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. We encourage you to review this
Agreement periodically.
If you do not agree with a modification to this Agreement, must
notify us in writing within thirty (30) days after receiving notice
of modification. If you give us this notice, this Agreement will
terminate sixty (60) days after we receive this notice and our
relationship will continue to be governed by the terms and
conditions of the version of this Agreement applicable immediately
prior to modification for the remainder of the Agreement term. 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.
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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.
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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; 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.
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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.
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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.
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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 Products. 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 Products to prohibited countries or individuals or
permit use of the CallRail Products by prohibited countries or
individuals.
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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.
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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.
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To CallRail, Inc.: CallRail, Inc., 100 Peachtree St NW Suite
2700, Atlanta GA 30303, U.S.A. Attention: General Counsel
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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.
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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
Products or dependent on any oral or written public comments made by
Us regarding future functionality or features of the CallRail
Products.
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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.
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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.
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Program Policies. We may change the Program Policies from time to
time by updating our website. Your participation in the Referral
Program is subject to the Program Policies, which are incorporated
herein by reference.
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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 Products, our trademarks,
or any other property or right of Ours.
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Sales by CallRail. This Agreement shall in no way limit Our right to
sell the CallRail Products, directly or indirectly, to any current
or prospective customers.
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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.
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Survival. The following sections shall survive the expiration or
termination of this Agreement: ‘Account Credit and Payment’,
‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of
Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation
of Liability’, ‘Non-Solicitation’ and ‘General’.