PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE
SUBMITTING A REFERRAL. BY SUBMITTING A REFERRAL TO TELEGRATION YOU ARE
ACCEPTING THESE TERMS AND YOU AGREE TO ALL TERMS AND CONDITIONS SET FORTH
BELOW.
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Definitions. The following terms wherever used
in this Agreement shall have the respective meanings as set forth below:
Customer - Any entity or person that purchases telecommunications services or
products from Telegration, Inc.
Customer Referral - The completion, submission, receipt and written
acknowledgment by Telegration, Inc. of a properly completed Referral Form to
Telegration, Inc. A Customer Referral is complete only upon the sending of
written acknowledgment by Telegration to Referral Partner that the Referral
Form has been received and is properly completed.
New Customer - Any entity or person that is properly identified under the
Telegration customer referral procedures by Referral Partner and who is not
already known to Telegration, Inc. as a Customer or potential Customer, and
which results in the sale of telecommunications services or products to the New
Customer. New Customer excludes those persons or entities that identified on
the SBC House Accounts List for which Telegration may not receive commission
compensation.
New Order - An initial order placed by a New Customer with Telegration, Inc.
within six (6) months of the referral by Referral Partner.
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Referral Fee. Telegration will pay Referral
Partner a Referral Fee if, after completion, submission and receipt and written
acknowledgment of a fully completed Referral Form, Telegration receives payment
for a New Order. The Referral Fee is earned only when a New Customer places a
New Order with Telegration and Telegration receives payment as described
herein. The Referral Fee will be paid as one time payment to Referral Partner
and be calculated as a percentage of the Up-Front Commission for SBC services
(not any part of any residual payments) actually received by Telegration or,
for long distance services, as a percentage of the amount actually received by
Telegration for the second billing month. New Orders must be placed by a New
Customer within six (6) months of the date of the referral by Referral Partner
in order to earn any fee on the referral. Referring Partner receives no
Referral Fee for any orders placed with Telegration outside the six (6) month
period. The percentage of the Referral Fee may vary among Referring Partners,
however, unless otherwise agreed in writing by Telegration, the Referral Fee
Percentage will equal Five (5%) Percent of: (a) the Up- Front Commission
received by Telegration for the sale of SBC services; and/or (b) the amount
received by Telegration for the second billing month for long distance
services. The Referral Fee Percentage for any Referring Partner will not exceed
Twenty Percent (20%), unless approved in writing by the President of
Telegration.
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Payment of Referral Fee. Telegration will pay
Referral Partner an earned Referral Fee within thirty (30) days after
Telegration has collected its Up-Front Commission for SBC services or its
second billing month payment for long distance services.
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Acceptance Of Contract Terms and Referral
Partner Program Terms. In exchange for submission of a Customer Referral, you
agree to be bound by these terms and conditions and all of Telegration's
Referral Partner Program policies and procedures, which may change from time to
time, without prior notice, at the discretion of Telegration, Inc.
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Submission of Customer Referral. Any
information you send to Telegration, Inc., including all New Customer
information, will be deemed to be NOT confidential. For any information sent,
you agree that the information becomes the sole property of Telegration,
Inc.and its associated companies and that it may utilize such information for
sales and marketing of all of its products and services.
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Consent to Jurisdiction. This Agreement shall
be deemed to have been made in,and shall be construed pursuant to the laws of
the State of Michigan and the United States without regard to conflicts of laws
provisions thereof, and without regard to the United Nations Convention on the
Sale of Goods unless waived in its sole discretion by Telegration, Inc., the
sole jurisdiction and venue for actions related to the subject matter hereof
shall be the Michigan state and federal courts having within their jurisdiction
Kalamazoo County, Michigan and both parties consent to the jurisdiction of such
courts.
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Complete Agreement; Attorney Fees. Except as
expressly set forth herein, this Agreement, and the terms and conditions of the
Telegration Referral Partner Program, are a complete and exclusive statement of
the mutual understanding of the parties and supersedes and cancels any previous
written and oral agreements and communications relating to the subject matter
of this Agreement. The prevailing party in any action to enforce this Agreement
will be entitled to recover its attorney fees and costs in connection with such
action.
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Binding Effect. This Agreement shall be
binding upon and inure to the benefit of the successors, assigns, and legal
representatives of each party.
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Severability. Any provisions to this Agreement
or any application of this Agreement is adjudicated to be invalid or
unenforceable, such invalidity or unenforceability shall not effect any other
provision of this Agreement so long as the severed provisions do not
substantially effect the rights of either party under this Agreement. If the
severed provisions substantially effect the rights of either party to this
Agreement, then the party whose rights are effective may terminate this
Agreement upon thirty (30) days written notice.
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Headings. This section and subsection
headings used herein are for ease of reference and convenience only and shall
not be used for purposes of the construction of interpretation of the terms of
this Agreement. Any exhibits referred to herein and attached, and to be
attached hereto, are incorporated herein by reference to the same extent as if
fully set forth herein.
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Waiver. Any waiver of a breach in any
provision of this Agreement shall not be effective unless agreed upon in a
writing executed by an authorized representative of the party. Failure of
either party to insist, at any one or more instances, on the performance of any
of the terms, covenants or conditions of this Agreement will not be construed
as a waiver or a relinquishment of any rights granted by it of the future
performance of any such term, covenant or condition, and the obligations of the
parties will continue in full force and effect.
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Not a Partnership. You agree you are an
independent contractor and this Agreement is not intended, and does not as a
matter of law, form a partnership between you and Telegration, Inc.
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Notice of Posted Information. You are deemed
to be on notice of all information posted, as of the time posting, on
Telegration's web site: www.telegration.net.
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Discretion to Refuse Customer Orders.
Telegration, in its sole discretion, may refuse Customer Referrals for any
reason, including but not limited to, the credit worthiness of the customer.
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Independent Contractor. You agree your
relationship with Telegration is solely that of an independent contractor.
Neither party shall be deemed to be the agent of the other and neither shall
have the authority to act on behalf of the other party except in the manner and
to the extent agreed upon in this Agreement or in writing signed by the
President of Telegration