SaaS Referral Partner Agreement

This Referral Agreement (“Agreement”) grants to the person or entity identified below as a referring party (“Referring Party”) the right to refer to Inphonite, LLC. (“Inphonite”) qualified new customers (“Customer”) for the use of the Art of Chat Software as a Service product directly from Inphonite in exchange for a referral fee (“Referral Fee”), as set forth below. 

1. Referral of Customers.

To be eligible for a Referral Fee, the Referring Party must:
A) Supply Inphonite the information necessary to create and maintain an Art of Chat SaaS Partner account.
B) Refer Customer to Inphonite in writing. Referral Partner will provide all necessary information to include, but not be limited to:  Contact Name, Contact Title; Business Name, Type of Business, E-mail Address, Phone Number and relationship to Referral Partner.  Inphonite requests other information, when available, to include, but not be limited to; Fax Number, Address, E-mail Address, Type of Business, Name of Practice Management/EMR/Scheduling Software and Web Site Address.
C) Tell the Customer to use the Referring Party’s Company name when signing up for Art of Chat. Further, the customer must complete the Inphonite sign up process and be approved by Inphonite at its sole discretion. Completion of the Inphonite sign up process will include, but not be limited to, the Customer’s acceptance of the Inphonite Business Associate Agreement, Terms of Service, and a valid form of payment (“Completed Transaction”). Inphonite, at its sole discretion, may approve or terminate any Customer for any reason.
D) Supply Inphonite with a current W-9 form to receive any payment resulting from qualified referral.

2. Reserved Rights.

A) This Agreement shall in no way limit Inphonite’s right to sell directly or indirectly any product or service to any current or prospective Customers.
B) Inphonite will not pay more than one (1) Referral Fee on any given Completed Transaction. The Referral Fee represents the full and only compensation due the Referring Party in connection with the Completed Transaction.

3. Computation.

Referral Fees for any Completed Transaction shall be as set forth in Exhibit A below and shall be calculated based on the net revenue to Inphonite for the AoC (excluding taxes, imposts, duties, penalties, credits, offsets, and fees attributable to ancillary services not included with AoC).

4. Payment Terms.

Inphonite shall remit the applicable Referral Fees for amounts accrued totaling at or over $100.00 to the Referring Party monthly after receipt of payment from Customers for AoC. Accrued Payout balances will be carried over from month to month until a Payout is made. Partners can check their balance by logging into their Partner SaaS account online. Inphonite shall have no further Referral Fee payment obligations if Customer cancels their order or closes their account for AoC.  All amounts payable by Inphonite to Referring Party are subject to offset by Inphonite against any amounts owed by Referring Party to Inphonite.

5. Taxes.

Referring Party shall be responsible for payment of all taxes to which the Referral Fee is subject. Referring Party agrees to indemnify and hold Inphonite harmless against any taxes, including penalties, duties and interest levied by any government on the Referral Fee.

6. No Other Rights.

No other rights or licenses are granted to Referring Party under this Agreement and this Referral Agreement does not grant Referring Party any right to resell or otherwise distribute AoC or any other Inphonite product, nor any right to use any Inphonite trademark, nor any right to make statements, representations, warranties or guarantees to Customer or potential Customer regarding Inphonite’s SaaS, nor any right to provide any services related to any Inphonite product.

7. Inphonite Referring Party.

In the event the Referring Party is or becomes an Inphonite reseller with rights to resell Inphonite products, Inphonite shall in its sole discretion determine whether a given Customer will be provided Inphonite products either (a) directly by Inphonite or (b) directly by the Reseller under the terms of the applicable reseller agreement to which the Reseller is a party. In no event shall the Referring Party be eligible for fees or benefits under more than one program for a given transaction.

8. No Warranty.

INPHONITE MAKES NO WARRANTIES AND REPRESENTATIONS, AND EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WITH RESPECT TO THIS AGREEMENT.

9. Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL INPHONITE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIM FOR DAMAGES IS BASED, EVEN IF INPHONITE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT SHALL INPHONITE’S LIABILITY UNDER THIS REFERRAL AGREEMENT EXCEED THE AMOUNT OF THE REFERRAL FEE FOR THE COMPLETED TRANSACTION.

10. Termination.

This Referral Agreement will commence upon the date of Referral Party’s acceptance of this Agreement and will expire when terminated by notice issued either (1) by Inphonite to the email address provided by Referral Party or; (2) by Referral Party to partners@inphointe.com. Termination of the Agreement shall not affect Inphonite’s obligation to pay Referring Party the Referral Fee for a Completed Transaction earned prior to the termination date, nor affect the rights of Inphonite to continue to service referred customers with no further obligations to Referring Party.

11. Modification to this Agreement.

Referral Party agrees that Inphonite may modify this Agreement or any policy or other terms referenced in this at any time by posting a revised version at www.inphonite.com/referral-partner-agreement. Unless otherwise set forth in the Agreement or in Inphonite’s change of terms notice, the revised terms shall be effective (1) fifteen (15) days after posting and/or notifying (2) your acceptance if Inphonite provides a mechanism for your immediate acceptance of the revised terms, such as a click-through confirmation or acceptance button. Referral Party agrees to be bound by the revised terms for any Completed Transactions entered into after the effective date of the applicable revisions to this Agreement. It is Referral Party’s responsibility to check the website listed herein regularly for changes to this Agreement. If Referral Party disagrees with any modifications to this Agreement, Referral Party’s sole and exclusive remedy shall be to terminate this Agreement in accordance with Section 10 above.

12. Non-exclusive Arrangement.

Each Party acknowledges that the referral arrangements set forth in this Agreement are non-exclusive arrangements. Nothing in this Agreement shall be construed to restrict a party from entering into any other similar or different referral arrangements with third parties. Nothing in this Agreement shall be construed in any way to require Inphonite to provide AoC to any Customer.

13. Independent Contractor.

The parties’ relationship during the term of this Agreement will be that of independent contractors. In all matters relating to this Agreement, neither party, nor its employees or agents are or will act as employees of the other party in the meaning or application of any laws or regulations that may impute any obligations or liability to the other party by reason of an employment relationship.

14. Entire Agreement; Amendment.

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among the parties with respect to such subject matter.

15. Assignment.

Neither party may assign, delegate or otherwise transfer the rights or obligations associated with this Agreement, in whole or in part, without the prior written consent of the other party; provided, however, no written consent shall be required to assign, delegate or otherwise transfer this Agreement to any parent or the wholly owned subsidiary of the party or a third party acquiring substantially all of the assets of a party hereto, whether such acquisition is by sale, merger or reorganization; provided, further however, that such third party is not a competitor of the other party. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

16. Nondisclosure

A) By virtue of this agreement, the parties may have access to information that is confidential to one another (“confidential information”). We each agree to disclose only information that is required for the performance of obligations under this agreement. Confidential information shall include but not be limited to the methodologies, the content accessible on Inphonite websites, the terms under this agreement, and all information clearly identified as confidential at the time of disclosure. A party’s confidential information shall not include information that (1) is or becomes a part of the public domain through no act or omission of the other party; (2) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (3) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (4) is independently developed by the other party.
B) We each agree to hold each other’s confidential information in confidence. Also, we each agree to disclose confidential information only to those employees or agents who are required to protect it against unauthorized disclosure. Nothing shall prevent (1) either party from disclosing the terms or pricing under this agreement in any legal proceeding arising from or in connection with the terms of this agreement, (2) either party from disclosing the confidential information to a federal or state governmental entity as required by law.

17. Miscellaneous.

This Agreement shall be governed by and construed under the laws of the State of Arizona, excluding its choice of law principles. Any dispute concerning this Agreement shall be brought exclusively in the state or federal courts located in Pima County and the parties hereby irrevocably consent to personal jurisdiction and venue in such courts. If any provision of this Agreement, or a portion thereof, shall be adjudged by a court of competent jurisdiction to be unenforceable or invalid, that portion shall be eliminated or limited to the minimum extent necessary so that this Agreement shall remain in full force and effect and enforceable.

SaaS Retail Pricing

PRICES SUBJECT TO CHANGE – Additional Product, Services and Pricing available. Please contact Inphonite Sales for details.

SaaS Referral Partner Payout Schedule

Inphonite’s new SaaS Referral model allows the partner the ability to build an unlimited reoccurring revenue stream.

* 12 months starts as of the date of the First Completed Transaction per customer. If customer stops and starts again, they maintain the original start date.