By clicking "I agree to the terms and conditions of the Ytel Master Referral Agreement" as part of the Ytel Referral Program signup process, you agree to the following terms and conditions (The "AGREEMENT") governing your application to the Ytel Referral Program (The "PROGRAM"). In the event that your application to the Program is accepted by Ytel Inc., you agree the following terms and conditions shall apply.
If you're submitting this application on behalf of a company or other business entity, you will represent that you have the authority to do such. If you do not have such authority, or if you do not agree with these terms and conditions, you must not sign the Agreement. As a result, your application will not be accepted. "The Effective Date" of this agreement shall be the date of your acceptance by Ytel, Inc.
This Agreement is not effective unless and until Ytel, Inc., (The "Company") notifies you in writing (including email) that you have been accepted into the Program.
Solution(s) Eligible for Commission:
Now, therefore, in consideration of the mutual covenants and representations, and subject to the conditions herein contained, the parties hereto agree as follows:
1. Engagement as a Referral Partner. The Company hereby engages The Referral Partner and the Referral Partner hereby accepts this engagement with the Company, on the terms and subject to the conditions hereinafter set forth, to act as a non-exclusive partner for referring prospective customers to Ytel.
2. Term. This Agreement shall commence upon the Effective Date and continue for a period of twelve (12) months, unless terminated earlier by either party in accordance with the terms and conditions of this Agreement. After twelve (12) months, this Agreement shall automatically renew on an annual basis.
3. Referral Fee. In consideration for the Referral Partner's referral of a customer, the Company shall pay the Referral Partner a Referral Fee ("Referral Fee") equal to:
3.2. Referral Fees shall be paid to the Referral Partner for up-to twenty four (24) months, unless the agreement is terminated or the customer term expires (whichever comes first).
3.3. The Referral Fee shall be due and payable for the total number of seats purchased by the customer at the end of each statement period. If additional seats are purchased by an existing referred customer, the referral fee applied to those additional seats shall follow the same formula detailed in section 3.7. If seats are discontinued at any time, the referral fee applied to any and all remaining seats shall follow the same formula detailed in section 3.7.
3.4. No Referral Fee shall be due, owed or payable for setup fees, local or long-distance usage charges or any other amounts charged by the Company to the referred customer.
3.5. All Referral Fees shall be due and payable to the Referral Partner within 30 days of the date the Company actually receives payment from the referred customer. No Referral Fees shall be due on outstanding or unpaid customer statements.
3.6. The Company will collect all payments from the Referred Customer; The Referral Partner will not collect payments from the Referred Customer.
3.7. "Net seat license fees" are calculated each month and based on active seat license fees, following deduction of taxes, discounts, refunds, tariffs and other extraordinary charges.
3.8. Referral Fees will be paid to the Referral Partner that the Company accepts into the Program and reported on an IRS Form W9 ("W9") provided by Referral Partner and will be sent to the address on the W9 provided by the Referral Partner. No Referral Fees will be paid if a current W9 is not on file with the Company. Referrer shall provide all information to the Company in order for the Company to issue a year-end 1099.
3.9. Any changes to address or e-mail must be sent to firstname.lastname@example.org, along with an updated W9 form for the address change.
4. Referral Partners will have the opportunity to qualify for Channel Partner Status. To qualify, referral partners must meet a new revenue requirement annually.
4.2. After a referral partner has qualified and received written confirmation (including email) about becoming a channel partner they will then need to continue to refer $15,000 in new revenue annually to receive 15% commission on referrals.
4.3. If a Channel Partner does not meet the new revenue requirement annually, they will then be moved back to referral partner status and commission will resume at 5%.
4.4. Channel Partners will receive 15% commission on all deals that are only brought in while they have have Channel Partner status, meaning they have reached the annual new revenue requirement.
5. The Company may offer special incentive promotions to its Referral Partners. All approved and active Referral Partners will automatically qualify to participate in the special incentive promotions. Each promotion will be governed by their own terms and conditions and may require additional information or action from you in order to qualify for particular incentives that are offered.
6. Company Discretion. The Company has the right, in its sole and absolute discretion, to determine whether and on what terms it will enter into an agreement or modify an existing agreement with the prospective customer and whether to accept, reject, or terminate any agreement with the customer. If the Company declines to enter into an agreement with the prospective customer, the Company shall have no obligation to the Referral Partner hereunder with respect to such customer or regarding any agreement with such customer that occurs three (3) months after termination of this Agreement.
7. Obligations of the Parties. The Referral Partner's sole obligation under this Agreement is to introduce the Company to prospective customers via phone or electronic mail and, if requested by the Company, to set up a meeting between a prospective customer and Company. The Company may further request that the Referral Partner participate in the sales process, but any such participation shall be solely at the direction of the Company's designated sales personnel. The Company shall be solely responsible for providing and maintaining the hosted service and performing billion, collection and support functions for the customers.
8. A qualified referral must be a new contact, meaning that Ytel has had no prior communication with the referred company. In the event that the Referral Partner makes a referral that the Company has had prior engagement with will only be considered a qualified referral if engagement has stopped between the Company and the referral. This will be evaluated case by case and if the Company and Referral Partner do not reach an agreement the referral will be terminated and not pursued.
9. The Referral Partner shall operate as an independent contractor and shall not act as, or be, an agent, employee, or joint venturer of the Company. The Referral Partner shall in no way have authority to bind or obligate the Company in any respect.
10. Termination. This Agreement automatically renews twelve (12) months from the Effective Date (as stated in section 3) unless terminated earlier by the Company for cause. Termination for cause shall include, but is not limited to, breaches of confidentiality or disclosures or proprietary information to third parties including direct competitors of the Company; or intentional misrepresentations or fraudulent actions or statements by the Referral Partner as to Company's products, solutions, pricing, license terms or any other aspect of the Company's business to prospective customers.
11. The Referral Partner shall perform the services provided herein in compliance with all applicable laws, rules, and regulations.
12. This Agreement shall be governed by and construed under the laws of the State of California without regard to its conflict of law rules. Venue for all disputes arising out of this Agreement shall be Orange County, California.
13. This Agreement may be amended only in writing, agreed to and executed by both parties. The updated Agreements Effective Date will be that of the day both parties give written consent of the new Agreement.