Effective Date: July 17, 2024
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING OR PARTICIPATING IN THE PARTNERSHIP PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE.
This Phonexa Partnership Program Agreement (“Agreement”) is between you (the “Partner”) and Phonexa Inc. (“Phonexa”) and describes the terms and conditions that apply to your participation and use of the Phonexa Partnership Program. If you do not wish to be bound by these Terms, you may not access or use the Phonexa Partnership Program. Certain elements of the Partnership Program may be subject to additional terms and conditions specified from time to time; your use of those elements of the Phonexa Partnership Program is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.
You agree that we may provide updates, notices, disclosures and amendments to these Terms and Conditions, and other information relating to the Phonexa Partnership Program by electronic means, including posting such information and materials online at http://www.phonexa.ca/.
During the Term, the Partner may, from time to time, refer an individual or organization (collectively, a “Referral”) to Phonexa to become a “New Client” of Phonexa (to be used interchangeably). The Partner is under no obligation to refer a minimum or maximum quantity of Referrals or New Clients to Phonexa, nor will Phonexa be obligated to accept a minimum or a maximum quantity of Referrals or New Clients. Phonexa has the sole discretion, pursuant to the terms set forth herein, to admit a Referral as a New Client.
Each Referral submitted to Phonexa by the Partner under this Agreement shall be required to undergo regular due diligence performed by Phonexa as part of client criteria requirements, appropriate to the type of relationship such Client will have with Phonexa. Upon satisfactory completion of the criteria and approval by Phonexa, the Referral will become a Client for the purpose of this Agreement.
Phonexa may provide Partner an online referral program interface (the “Partnership Portal”). Any use of the Partnership Portal is subject to policies, terms and conditions that Phonexa may establish from time to time, including the policies located at Terms & Conditions.
Partner will provide requested information to Phonexa including contact and payment information, and will keep all information accurate and up-to-date through the Partnership Portal. Partner consents to Phonexa using the contact information provided, including email addresses, to contact Partner from time to time.
Phonexa will provide one or more unique codes to Partner (the “Referral Code”) in which Partner may provide to their Referrals in the form of an internet link, an alphanumeric identifier, or other formats as determined by Phonexa.
Partner will maintain the confidentiality and security of their Partnership Portal login credentials and will notify Phonexa immediately of any unauthorized access to the account, login credentials, Referral Code, or any other actual or potential breach of security involving the Partnership Portal or this Agreement.
Phonexa hereby grants Partner a nonexclusive nontransferable license during the term of this Agreement to market and promote the Phonexa Products, Services, Network or platform to prospective referrals or Referrals.
During the term of this Agreement, Phonexa may list Partner’s name, logo or marks on Phonexa's website as a referral program participant or for any other similar marketing purposes.
The Program contains general information about the Program and describes the Program requirements and benefits. The Partnership Program is incorporated into this Agreement by Phonexa Partnership Program; if there is any conflict between a provision in the Partnership Program and this Agreement, the Partnership Program will govern.
Phonexa may modify the Program and the Phonexa Partnership Portal, including but not limited to, any conditions, products, benefits or branding, at any time. The up-to-date version of the Program is available on the Phonexa website. Partner’s continued participation in the Program is subject to Partner’s compliance with such updated Partnership Program. Partner should periodically review the Program Guide to ensure compliance with any updates.
Partner consents to Phonexa contacting Partner (e.g., by email) for any of the following purposes: (a) regarding Program updates relating to the Products; (b) with relevant Phonexa promotional materials, and/or (c) to reasonably request information from Partner about Partner’s business and Referrals as it relates to the Program. Partner represents and warrants that it has obtained the consents necessary for Phonexa to send these communications to its representatives.
Phonexa may make certain Partner Tools via the Phonexa Portal available to Partner. Partner is responsible for complying with, and ensuring that its employees, agents, and representatives comply with, any applicable policies and terms governing access to such Partner Tools.
Phonexa may reject or decline to accept Partner or Partnership for any or no reason in its sole discretion.
Partner will not make any unauthorized, false, misleading or illegal statements in connection with this Agreement, or regarding the Program, Platform or Products. Partner will not make any representations or warranties concerning the Products on behalf of Phonexa. Phonexa will not be responsible for any representations or warranties made by Partner concerning the Products.
Except as expressly stated otherwise in this Agreement, this Agreement does not authorize distribution, resale, or supply of any Products or Services.
Partner is responsible for maintaining appropriate privacy policies as required in accordance with applicable laws.
Partner agrees it will only disclose Referral’s contact details to Phonexa in connection with this Agreement if it has obtained the appropriate consents from such Referral and/or its representatives, as applicable, to allow Phonexa or a Phonexa-authorized partner to use such details to communicate directly with the Referral for purposes related to Phonexa (or Phonexa authorized partners) soliciting a direct or indirect sales or service provider relationship with such Referral.
Upon the Referral becoming a New Client, Phonexa will pay the Partner a commission pursuant to the Partnership Program terms. Each Party shall be responsible for any taxes according to applicable law which includes but is not limited to any franchise or privilege tax on its business, VAT, HST, GST and for any tax based on its gross or net income or gross receipts.
This Agreement is entered into as of the Effective Date and will continue until terminated in accordance with these terms (the “Term”).
Phonexa may, in Phonexa’s sole discretion, suspend, disable, or delete Partner’s account (or any part thereof) or block or remove any user data that Partner submitted, for any lawful reason, including if Phonexa determines that Partner has violated these Terms or that Partners conduct or user data would tend to damage Phonexa’s reputation or goodwill. If Phonexa deletes Partner’s account, Partner may not re-register for or use the Phonexa’s Partnership Platform under any other user name or profile. Phonexa may block access to the Phonexa Platform to prevent re-registration.
Upon termination of these Terms all licenses granted by Phonexa will terminate. The following sections survive termination: Privacy (Section 23), Indemnification (Section 26), Disclaimers/Warranties (Section 24), Limitation of Liability (Section 25), Class Action Waiver (Section 27i), Choice of Law/Venue (Section 27g), and all general provisions. In the event of account deletion for any reason, user data may no longer be available and Phonexa is not responsible for the deletion or loss of such user data.
The collection, use and storage of your personal information is governed by our Privacy Policy. The Privacy Policy is incorporated into these Terms in its entirety. For questions regarding the Privacy Policy, please send an email to [email protected].
PHONEXA IS PROVIDING THE PLATFORM AND SERVICES TO THE PARTNER “AS IS” AND THE PARTNER IS USING THE PLATFORM AND SERVICES AT HIS OR HER OWN RISK. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, PHONEXA DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE MARKETING SERVICES PROVIDED TO THE PARTNER AND OTHER OBLIGATIONS UNDERTAKEN HEREUNDER, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS, WARRANTIES AND CONDITIONS THAT THE PLATFORM OR SERVICES ARE MERCHANTABLE, OF MERCHANTABLE QUALITY, RELIABLE, AVAILABLE, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, NON-INFRINGING, FREE OF DEFECTS OR VIRUSES, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, THAT THE USE OF THE SITES BY THE USER IS IN COMPLIANCE WITH LAWS APPLICABLE TO THE USER, OR THAT USER INFORMATION TRANSMITTED IN CONNECTION WITH THE PLATFORM OR SERVICES WILL BE SUCCESSFULLY, ACCURATELY, OR SECURELY TRANSMITTED OR RECEIVED. THE MATERIALS AND INFORMATION ON THE SITES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS.
EXCEPT FOR BREACH OF CONFIDENTIALITY AND OBLIGATIONS ARISING UNDER INDEMNIFICATION, PHONEXA WILL NOT BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL PHONEXA’S LIABILITY UNDER THIS AGREEMENT EXCEED ONE THOUSAND DOLLARS ($1,000). THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS SECTION. PARTNER ACKNOWLEDGES THAT WITHOUT ITS AGREEMENT TO THE LIMITATIONS CONTAINED HEREIN, THE COMMISSIONS PAYABLE TO PARTNER UNDER THIS AGREEMENT WOULD BE LESS.
Partner agrees to indemnify, defend and hold Phonexa, its affiliates and their respective directors, officers and agents harmless, from and against any and all liabilities, damages, losses, costs and expenses, including, but not limited to, reasonable attorneys’/legal fees and disbursements (collectively, “Losses”) resulting from any claim, suit, action, demand or proceeding brought by a third party (each a “Claim”), arising from or relating to (a) the marketing, promotion or use by Partner of the Platform or services in any manner which violates this Agreement, including any unauthorized representations, warranties or guarantees made by Partner concerning the platform or services or any applicable law, rule, or regulation, (b) violation of applicable law, or (c) arising from Partner’s acts or omissions that are inconsistent with this Agreement.
