PLEASE READ THIS PARTNER PROGRAM AGREEMENT (THIS “AGREEMENT“) CAREFULLY. This Agreement governs your participation in the Partner Program (as defined below) and is an agreement between CallTrackingMetrics and you or the entity you represent (“you” “You“, or “Partner“). This Agreement takes effect when you register for the Partner Program via email confirmation from CallTrackingMetrics (the “Effective Date“).
By Clicking On The “Send Request” Button When You Submit Your Partner Application, ou Represent That (1) You Have Read, Understand, And Agree To Be Bound By The Terms Of This Agreement, And (2) You Have The Authority To Enter Into This Agreement On Behalf Of The Entity You Represent And That Is Participating In The Calltrackingmetrics Partner Program, And To Bind That Entity To This Agreement. If You Do Not Accept Or Understand This Agreement, You May Not Register For Or Participate In The Calltrackingmetrics Partner Program.
This Agreement was last revised on September 10, 2021.
“CallTrackingMetrics Materials” means any collateral materials describing CallTrackingMetrics Products provided to Partner by CallTrackingMetrics for use in connection with this Agreement.
“Partner Portal” means the web-based application where the Partner may access and obtain CallTrackingMetrics Materials and resources for the CallTrackingMetrics software.
“Partner Ecosystem” refers to the various types of Partner Programs offered, specifically the Agency and Solution Partner Programs.
“Partner Program” means the CallTrackingMetrics partner program, as described in this Agreement.
“Partner” means an individual or entity that has agreed to the Terms of this Agreement and participates in the CallTrackingMetrics Partner Program.
“Services” means the services provided to a Partner by CallTrackingMetrics as part of the Partner Program.
DESCRIPTION OF SERVICES
The Partner Ecosystem currently consists of two different Partner Programs: the Agency Partner Program and the Solution Partner Program. CallTrackingMetrics shall designate the Partner’s applicable Partner Program in our notification of acceptance into the Partner Program. Each Partner Program will include certain services, such as marketing and sales collateral, training enablement tools, and other related services as specified herein.
CallTrackingMetrics will provide Partners access to a Partner Portal managed by CallTrackingMetrics. The Partner Portal will provide the Partner access to enablement tools including, but not limited to: sales & marketing collateral, co-marketing tools & opportunities, training resources, events, and access to product updates and beta programs.
Limited License, Intellectual Property and Confidentiality
We grant you a non-exclusive, non-transferable, revocable right to use the CallTrackingMetrics Materials provided via the Partner Portal and to access our Partner Portal solely in accordance with the Terms of this Agreement, for the sole purpose of identifying as a participant in the Partner Program. You are only entitled to utilize the benefits provided to the extent that you are a member in good standing of the Partner Program. We may revoke your membership anytime by giving you written notice.
The brand names, slogans, trademarks, service marks, designs, and logos used on the CallTrackingMetrics website (www.calltrackingmetrics.com) and Partner Portal, including without limitation CallTrackingMetrics (collectively, the “Marks”), are the trademarks of CallTrackingMetrics and its licensors. Partner agrees not to use any domain name, trademark, trade name, service mark, logo, or other materials confusingly similar to the Marks without the prior written consent of CallTrackingMetrics. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of CallTrackingMetrics’s trademarks, service marks, copyrights, patents or trade secrets.
You agree that CallTrackingMetrics may use any suggestion, comment or recommendation you choose to provide to CallTrackingMetrics without compensation. All rights not expressly granted in this Agreement are reserved by CallTrackingMetrics.
Except as otherwise provided in this Agreement or with the consent of CallTrackingMetrics, you agree that all information, including, without limitation, the Terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our partners provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Partner Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Partner shall not use any information obtained from the Partner Program to develop, enhance or operate a service that competes with the Partner Program or assist another party to do the same.
To the extent that you obtain information pertaining to customers or potential customers of CallTrackingMetrics that is confidential, proprietary, and/or subject to state or federal privacy and/or data protection laws, you will ensure that you use, store and treat such information in compliance with applicable law.
This Agreement will commence on the Effective Date and will remain in effect until terminated (the “Term”). Either party may terminate this Agreement at any time for convenience by giving the other party 30 days’ written notice of such termination. CallTrackingMetrics may also terminate this Agreement immediately if you breach this Agreement.
Representations and Warranties
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its Terms and that you have the authority to enter into this Agreement. Subject to the other Terms and conditions of this Agreement, CallTrackingMetrics represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to CallTrackingMetrics’s own business operations or CallTrackingMetrics proprietary products or services.
CALLTRACKINGMETRICS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PARTNER PORTAL SITE, THE PARTNER PROGRAM, THE CALLTRACKINGMETRICS WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE PARTNER PORTAL. YOU EXPRESSLY AGREE THAT YOUR USE OF HE PARTNER PORTAL, THE PARTNER PROGRAM, THE CALLTRACKINGMETRICS WEBSITE AND THE INFORMATION, CONTENT, MATERIALS FOUND ON THE PARTNER PORTAL IS AT YOUR SOLE RISK. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
THE PARTNER PROGRAM AND THE SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO PARTNER “AS IS”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CALLTRACKINGMETRICS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CALLTRACKINGMETRICS DOES NOT WARRANT THAT THE PARTNER PROGRAM WILL MEET THE PARTNER’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE PARTNER PROGRAM WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. CALLTRACKINGMETRICS EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR PROTECTING ALL PASSWORDS AND CREDENTIALS NEEDED TO ACCESS THE PARTNER PORTAL. CALLTRACKINGMETRICS SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO THE PARTNER PORTAL OR DAMAGES RESULTING FROM THE SAME UNLESS SUCH UNAUTHORIZED ACCESS WAS THE DIRECT RESULT OF SOME ACTION OR INACTION ON THE PART OF CALLTRACKINGMETRICS. YOU ARE RESPONSIBLE TO IMMEDIATELY NOTIFY CALLTRACKINGMETRICS IF YOU HAVE REASON TO BELIEVE YOUR CREDENTIALS OR PASSWORD HAVE BEEN USED BY UNAUTHORIZED PARTIES TO ACCESS THE PARTNER PORTAL.
EXCLUSION OF DAMAGES, LIMITATION OF LIABILITY:
IN NO EVENT SHALL CALLTRACKINGMETRICS BE LIABLE FOR ANY UNAVAILABILITY OF OR INOPERABILITY OF THE PARTNER PORTALS, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF CALLTRACKINGMETRICS. IN NO EVENT WILL CALLTRACKINGMETRICS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT CALLTRACKINGMETRICS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
In addition to any notice permitted to be given under this Agreement, we may modify any of the Terms and conditions of this Agreement at any time by providing you with a notification by email. We will endeavor to provide you with prior notice of any material updates at least thirty (30) days in advance of the effective date; provided, however, we may not be able to provide at least thirty (30) days prior written notice of updates to the Agreement that result from changes in law, regulation, or requirements from telecommunications providers.
Email notices will highlight the intended updates and the new effective date. The updated version of the Agreement will supersede all prior versions.
Following such notice, your continued participation in the Partner Program on or after the effective date of the updated version of the Agreement constitutes your acceptance of such updates. If you do not agree to the updated version of the Agreement, you must terminate your participation immediately.
In addition, CallTrackingMetrics may change the benefits provided by the Partner Program, suspend or discontinue benefits as well. Partner agrees to promptly implement any request from CallTrackingMetrics to remove, alter or modify any use of the benefits provided by the Partner Program.
Governing Law & Miscellaneous
This Agreement shall be governed by and construed in accordance with the laws of Maryland, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between Customer and CallTrackingMetrics or its associates.
Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default. Partner does not have the authority to commit CallTrackingMetrics in any way and will not attempt to do so or imply that it has the right to do so.
Partner shall be responsible for the payment of all attorneys fees and expenses incurred by CallTrackingMetrics to enforce the Terms of this Agreement. This Agreement contains the entire agreement between CallTrackingMetrics and Partner with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral.
Partner agrees that CallTrackingMetrics shall not be subject to or bound by any Partner insertion order or online Terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether CallTrackingMetrics “clicks through” or otherwise indicates its acceptance thereof.
Partner may not assign all or any part of this Agreement without CallTrackingMetrics prior written consent. CallTrackingMetrics may assign this Agreement at any time with notice to Partner. This Agreement will be binding on and will insure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. Except as set forth in the “Modifications” section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties.
Any notice required or permitted to be given under these Terms to you will be sent via email to the email address you designate in the Partner Portal or provided via the Partner Portal.
Any questions or notices can be directed to CallTrackingMetrics at:
231 Najoles Road Suite #500
Millersville, MD 21108.