NET2PHONE REFERRAL PROGRAM TERMS AND CONDITIONS

These terms and conditions (“Terms”) govern the Net2Phone Referral Program (the “Program”).  Net2Phone, in its sole and absolute discretion, has the authority to change or discontinue any of these Terms (including but not limited to the amount, timing, and/or frequency of payments) without prior notice. You agree to review these Terms periodically to be aware of such modifications and your continued participation in the Program constitutes your acceptance to be bound by the revised Terms.   

Participation

• Net2Phone will make all determinations regarding participation in the Program. Net2Phone may terminate any participant from the Program or cancel the entire Program at any time for any reason. 
• An individual is not eligible to participate in the Program if he or she works for an employer who has a contractual compensation arrangement with Net2Phone or is a Net2Phone (or its affiliates’) Channel Sales Manager, Sales Development Representative, or Account Executive.
• In order to avoid double-paying for referrals, a business which has a contractual compensation arrangement with Net2Phone (for example, a channel partner) is not eligible to participate in the Program.

Successful Referrals; Payment; Additional Terms

• A “Successful Referral” means a business which satisfies all of the following conditions: (a) was referred by a participant in the Program via Net2Phone’s referral submission form at /referral/; (b) is not an existing Net2Phone customer, an existing Net2Phone prospect, or a last-30-days customer of Net2Phone, based on the date the referral is submitted; (c) purchases full-priced seats or channels (at least $19.99 per Hosted PBX seat and at least $17.99 per SIP Trunk channel, as applicable) from Net2Phone no more than 6 months after the referral was submitted, and executes a  committed service term agreement with Net2Phone (not a month-to-month agreement) in connection therewith; and (d) keeps current with payments for three (3) billing cycles after the start of billing. 
• Net2Phone shall give participant a referral fee payment for each full-priced seat or channel (as applicable) associated with a Successful Referral as follows:

Purchase order of 1 to 4 seats or channels - $100 payment

Purchase order of 5+ seats or channels - $100 payment per seat or channel, as applicable

• Maximum aggregate compensation per participant is capped at $10,000.
• If a conflict arises around whether a referral is a Successful Referral, then Net2Phone will make the final determination, in its sole and absolute discretion, on whether such referral is valid under the Program.
• The referral payment will be issued within forty-five (45) days following the third consecutive full billing cycle payment received by Net2Phone from the Successful Referral.
• Net2Phone will make payment to the individual or entity whose information is submitted with the referral. No compensation will be issued until the participant has provided a completed W-9 form to Net2Phone.  
• Participant’s compensation will be forfeited if the fully completed W-9 and any other information forms are not received by Net2Phone within sixty (60) days following submission of the referral.
•  Additional services added to the Successful Referral’s account are not eligible for this Program.
• By submitting a referral lead to Net2Phone, you represent and warrant that you have received the express written consent from the referral contact to disclose the referral lead’s name and business contact information to Net2Phone. You agree that Net2Phone may inform the referral lead that Net2Phone received their contact information from you.
• Net2Phone is not responsible for: (a) your inability to submit a referral lead through Net2Phone’s website; or (b) referral information that was not captured correctly or was lost or incomplete.
• Upon submission, all referral leads become the sole and exclusive property of Net2Phone.
• Net2Phone reserves the right in its sole and absolute discretion to decline a referral lead for any reason.
• In accordance with the CAN-SPAM Act, if a participant provides a referral email address that has previously opted out of receiving marketing emails from Net2Phone, then participant will be advised that such email address is not eligible to be sent any emails regarding the Program.

Miscellaneous

• Each participant in the Program is an independent contractor, and no participant is authorized to act on Net2Phone’s behalf. 
• To the maximum extent permitted by applicable law, the participant shall indemnify and hold harmless, Net2Phone, its parent, subsidiaries and  affiliates, and their respective officers, directors, managers, employees, shareholders licensors, vendors, contractors, agents and resellers,  (the "Indemnified Parties") from and against any and all liability, claims, losses (including loss of profits, revenue and goodwill), damages, fines, penalties, injuries to persons or property, costs, and expenses (including reasonable attorneys' fees) arising from or related to participant’s participation in the Program. 
• Participant’s participation in the Program is at the participant’s own risk. Net2Phone provides the Program “as is” without warranty of any kind, express or implied.
• IN NO EVENT SHALL NET2PHONE, ITS PARENT, SUBSIDIARIES AND AFFILIATES, NOR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, RESELLERS, CONTRACTORS AND LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF NET2PHONE HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY NET2PHONE. NET2PHONE'S TOTAL LIABILITY FOR ANY AND ALL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED AND CAPPED IN THEIR ENTIRETY TO TEN THOUSAND DOLLARS ($10,000). THESE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE TERMINATION, CANCELLATION OR EXPIRATION OF THE PROGRAM AND APPLY IN ANY AND ALL CIRCUMSTANCES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
• UNDER THIS CLAUSE YOU ARE AGREEING TO WAIVE YOUR RIGHT TO SUE IN COURT AND ARE AGREEING THAT ALL DISPUTES WILL BE DECIDED BY AN ARBITRATOR. You agree that you may only resolve disputes with Net2Phone on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. You hereby acknowledge that class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are hereby waived by you. You agree that regardless of any statute or law to the contrary, any suit brought by you arising out of or related to the Program or these Terms must be filed within one (1) year after the date when such claim or cause of action arose, or be forever barred. The Program and these Terms shall be governed by and construed in accordance with the laws of the State of New Jersey without giving effect to any conflict of law principles thereof which might require the application of the law of another jurisdiction.  Any controversy or claim arising out of or relating to the Program and/or these Terms shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association (“Rules”). To begin an arbitration proceeding against Net2Phone, You must send a letter (via certified mail) requesting arbitration and describing your claim to us at Net2Phone Global Services, LLC, 520 Broad Street, Newark, NJ 07102, Attention: Legal Department.  There is no judge or jury in arbitration, and court review of an arbitration award is limited.  However, an arbitrator can award on an individual basis the same damages and relief as a court. One arbitrator shall be chosen in accordance with the Rules.  The Parties agree that all arbitration proceedings shall take place exclusively in the State of New Jersey, Essex County.  You agree and submit to personal jurisdiction in New Jersey.  Any award, order or judgment pursuant to such arbitration shall be deemed final and binding and may be enforced in any court of competent jurisdiction.  
• Net2Phone may give notice to you under these Terms by email using the email address submitted by you with the referral of the lead.
• Net2Phone may assign these Terms and any of its rights and obligations hereunder at any time. You may not transfer or assign these Terms or any of your rights or obligations under these Terms without Net2Phone’s prior written consent. Any purported transfer or assignment on your part in violation of this section is void. Subject to the foregoing, these Terms shall be binding on and inure to the benefit of the parties and their successors and permitted assigns.
• Failure to enforce a right or provision under these Terms does not constitute a waiver of that right or provision.