Referral Program Terms and Conditions

 This IPComms Business Referral Agreement ("Agreement"), by and between IP Communications, LLC on behalf of itself and its operating affiliates ("IPComms") whose address is, 1925 Vaughn Road, Suite 215, Kennesaw, Georgia USA 30144 and ("Lead Provider"), is effective as of the date this Agreement is accepted (the "Effective Date").

 Lead Generation and Lead Provider Conduct.

All Leads shall be submitted via the Web at http://www.ipcomms.net/resellers/176-submit-a-referral by using the Lead Referral Form provided at that site.

Lead Provider shall be compensated only for Leads that IPComms (1) accepts after determining that the prospective End User is neither an existing IPComms customer nor an existing prospective customer for services from IPComms; and (2) enrolls for new services.

 

 One-Time Check Terms & Conditions

 IPComms will pay Lead Provider commission for sales of IPComms services to Leads only if the sale is less than or equal to $1,000 and is closed within one hundred eighty (180) days of the initial contact by IPComms with the Lead. Lead Provider will earn a commission from each Lead that becomes an End User of IPComms and remains an active customer with IPComms for a minimum of 59 days.  Lead Provider will be paid a one time payment equal to one-hundred percent (100%) of the Lead's first month's total Monthly Recurring Charges (MRC)  for all active Lead's referred by the Lead Provider which are in good standing with IPComms and shall be paid no earlier than sixty (60) days thereafter.  Per-minute based services, Taxes, Fees and non-standard IPComms services and products including, but not limited to: toll-free minute charges, outbound calling minute charges, Number transfers (LNP/RespOrg), E911, CNAM, Directory Services, Payphone Compensation, State Taxes, and other Fees are not elegible for commission; and are excluded from this program. All commission payments will be distributed at the sole discretion of IPComms.   Commissions shall be based on the commission percentage in effect on the date that the Lead Referral form is submitted. IPComms reserves the right to adjust commission percentage at any time. The maximum commission payout for any single Lead will be $1,000. IPComms reserves the right to charge back to Lead Provider any commissions paid for Leads that cancel or discontinue service within the first six (6) months after Lead signup.

 Residual Payment Terms & Conditions

 IPComms will pay Lead Provider commission for sales of IPComms services to Leads only if the sale is greater than or equal to $1,001 and closed within one hundred eighty (180) days of the initial contact by IPComms with the Lead. Lead Provider will earn monthly residual commissions from each Lead that becomes an End User of IPComms  and remains an active customer with IPComms for a minimum of 59 days. Lead Provider will be paid a one time payment equal to one-hundred percent (10%) of the sum of the total Monthly Recurring Charges (MRC) for all active Lead's referred by the Lead Provider which are in good standing with IPComms and who's IPComms account has remained in good standing for a minimum of 59 days.  Commission shall be paid no earlier than sixty (60) days after lead signup.  Per-minute based services, Taxes, Fees and non-standard IPComms services and products including, but not limited to: toll-free minute charges, outbound calling minute charges, Number transfers (LNP/RespOrg), E911, CNAM, Directory Services, Payphone Compensation, State Taxes, and other Fees are not elegible for commission; and are excluded from this program. All commission payments will be distributed at the sole discretion of IPComms.   Commissions shall be based on the commission percentage in effect on the date that the Lead Referral form is submitted. IPComms reserves the right to adjust commission percentage at any time. The maximum commission payout for any single Lead will be $1,000. IPComms reserves the right to charge back to Lead Provider any commissions paid for Leads that cancel or discontinue service within the first six (6) months after Lead signup.

Expiration of Commissions

Residual commissions are paid to Lead Provider only if a minimum of (1) new lead is converted to a valid, active IPComms customer, in good standing, within a rolling (1) year period.  If more than (1) year passes without a Lead Provider submitting and converting a valid, active lead into an IPComms customer (in good standing), all existing commissions paid to Lead Provider will be considered expired, will no longer be paid, and cannot be reinstated.  These commissions will not be eligible for any future commissions by any Lead Provider.

Additional Terms & Conditions

Lead Provider will generate Leads in a manner that will reflect favorably on the good name and reputation of IPComms and IPComms services and, specifically, Lead Provider agrees to: (1) comply with all applicable national, international, state and local laws, ordinances and regulations in its dealings with IPComms and End Users, including, without limitation, the U.S. Foreign Corrupt Practices Act (FCPA), and all applicable federal, state, local, and international privacy laws; (2) cooperate fully in the collection, compilation and maintenance of data required to be reported by IPComms under any statutes, regulations, orders or other contractual commitments , (3) maintain in force and effect all licenses and permits or state required certification required for its performance under this Agreement; and (4) make no false or misleading statements with respect to IPComms services, and engage in no illegal, deceptive, misleading, unethical, or improper acts or practices in performing under this Agreement.

In no event shall Lead Provider accept more than one commission from IPComms under any program or for any Lead, nor shall it share commission with any other Lead Provider, IPComms lead agent, IPComms sales agent or IPComms sales representative. IPComms may immediately terminate this Agreement without liability and without the obligation to pay any commission in the event of a breach of this provision.

Lead Provider may not assign or otherwise transfer this Agreement.

By participating in the program, Lead Provider authorizes IPComms and its affiliates to use your contact information to communicate with you about the program and IPComms services generally.

No individual or entity shall be eligible to receive commissions from Leads provided to IPComms if such individual or entity is past due on their IPComms Communications account or if the referred account is not paid in full.

Eligibility and Limitations for the Program.

No individual or entity shall be eligible to participate in this program nor receive commission from any Leads provided to IPComms if such individual or entity is (1) an IPComms employee or a relative of an IPComms employee; (2) an IPComms sales agent or a relative of an IPComms sales agent; or (3) an IPComms lead agent or a relative of an IPComms lead agent.

Relationship of Parties.

Neither IPComms nor Lead Provider shall have the authority to bind the other by contract or otherwise or to make representations as to the policies or procedures of the other except as specifically authorized by this Agreement. IPComms and Lead Provider acknowledge and agree that their relationship arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employee relationship or franchise between them and that Lead Provider is an independent contractor with respect to the services provided by it under this Agreement. Lead Provider assumes full responsibility for the acts of its employees and for their supervision, daily direction and control.

Lead Acceptance.

Lead Provider expressly acknowledges that any submission of Leads for End Users for IPComms services will be subject to acceptance by IPComms, in its sole discretion, of such Leads. Furthermore, IPComms will have no responsibility or liability whatsoever to Lead Provider with respect to the continued availability or operation of IPComms services or the acceptance of, failure to accept, or follow up of Leads submitted by Lead Provider.

Lead Provider acknowledges and agrees that IPComms directly or indirectly (or through other sales Lead Providers) may offer IPComms services and that Lead Provider will be entitled to no compensation for sales made through such other channels. In the event IPComms receives conflicting orders or leads for services from different Lead Providers or IPComms employees, IPComms may in its sole discretion determine who, if anyone, will receive credit for such orders.

Tradenames and Trademarks.

NEITHER LEAD PROVIDER NOR ITS EMPLOYEES SHALL MAKE ANY REPRESENTATIONS OR WARRANTIES RELATING TO IPCOMMS SERVICES NOR TO ANY AFFILIATION WITH IPCOMMS. FURTHER, THIS AGREEMENT SHALL NOT GRANT LEAD PROVIDER ANY RIGHT TO USE THE IPCOMMS TRADEMARK(S) WITHOUT THE EXPRESS WRITTEN CONSENT OF IPCOMMS.

Confidentiality and Communications.

Any confidential IPComms specifications, drawings, sketches, data or technical or business information, and any other confidential IPComms material, as well as all Lead or End User information ("Information"), furnished to or disclosed by IPComms under this Agreement, will be deemed the exclusive property of IPComms, and are to be used by Lead Provider solely in the performance of its obligations and duties hereunder and are to be returned to IPComms upon termination of this Agreement. Lead Provider shall keep all such information confidential during the term of this Agreement and for a period of three (3) years thereafter. Lead Provider agrees that monetary damages for breach of its obligations under this Section may not be adequate and that IPComms will be entitled to injunctive relief with respect to any breach or default of Lead Provider's obligations under this Section.

Neither party shall reveal the existence of this Agreement in any advertisement, promotional activity or publicity release without the prior written consent of the other.

Any breach of this provision shall be a material breach of this Agreement and IPComms may then terminate this Agreement immediately upon written notice.

Term and Termination.

This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year thereafter, unless otherwise terminated. This Agreement shall automatically renew for additional one (1) year periods unless one party advises the other of its intent to terminate at least thirty (30) days prior to the anniversary date of the Effective Date of this Agreement. This Agreement may be terminated: (a) at any time by either party on thirty (30) days prior written notice to the other; (b) for breach by Lead Provider of any provision of this Agreement; (c) by IPComms on thirty days written (by email or letter) notice if Lead Provider fails to provide at least one Lead in each calendar year; or (d) immediately upon written notice by IPComms in the event Lead Provider, in IPComms's sole discretion, breaches its obligations set forth herein

Upon termination of this Agreement, IPComms's Commission payment obligations shall cease.

Indemnity and Limitation of Liability.

Lead Provider agrees to indemnify, defend and hold IPComms free and harmless from any loss, damage, or cost, including attorney's fees, that IPComms becomes liable for by reason of any act of Lead Provider in providing Leads, including but not limited to misrepresenting to End Users the IPComms services or the terms under which the services are made available by IPComms. Lead Provider shall immediately notify IPComms in writing of any claim, threatened claim, suit or other action related to Lead Provider's performance under this Agreement.

IPComms will have no liability to Lead Provider other than for Commissions earned and payable in accordance with this Agreement. The maximum payout on any account will be $5,000. IN NO EVENT SHALL IPComms BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER OR NOT FORESEEABLE.

Notices.

Notices to be given pursuant to this Agreement will be in writing made via e-mail or the physical address of the receiving party

Controlling Law, Jurisdiction, Entire Agreement, Non-Waiver and Severability.

(i) This Agreement, with Attachments, will be governed by the domestic laws of the State of Georgia and Lead Provider consents to the jurisdiction of the federal and state courts of the State of Georgia. (ii) This Agreement constitutes the entire agreement between Lead Provider and IPComms with respect to the subject matter hereof, and supersedes all prior agreements and representations, written or oral, concerning the subject matter of this Agreement. (iii) This Agreement cannot be amended or modified except by written amendment signed by authorized representatives of Lead Provider and IPComms. (iv) No provision of this Agreement which may be deemed unenforceable will in any way invalidate any other provisions of this Agreement, all of which will remain in full force and effect. (v) No failure by either party to take action on account of any default by the other will constitute a waiver of any such default or of the performance required of the other.

Dispute Resolution.

Except for action seeking a temporary restraining order or injunction, or suit to compel compliance with Section 6 or this section 11, the parties agree that any controversy or claim arising out of or relating to this Agreement or its breach shall be resolved by direct negotiation of non-lawyer representatives of the parties; or by mediation; or by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Each party shall bear the cost of filing, preparing and presenting its case. The parties agree that this paragraph and the arbitrator's authority to grant relief shall be subject to the United States Arbitration Act, 9 U.S.C.§§ 1-6, et seq. (USAA), the provisions of this Agreement, and the ABA-AAA Code of Ethics for Arbitration in Commercial Disputes, and that the arbitrator shall have no power or authority to make any award that provides for punitive or exemplary damages. The arbitrator's decision shall be final and binding, and may be confirmed and enforced in any court of competent jurisdiction pursuant to the USAA.