Partner Agreement

This Partner Agreement (the "Agreement") is between DRAKB LLC, a New Jersey limited liability company with its mailing address at 15 Hawkins Road, Morganville, NJ 07751, which does business under the trade names GH Business Solutions and Vocenya and operates Vocenya at vocenya.com ("GH Business Solutions", "we", "us" or "our"), and the person or business that applies to and is accepted into the Vocenya partner program, or that we add to it and that accepts this Agreement ("you" or the "Partner").

We have tried to write it in plain English. Please read it in full. When you apply, you accept this Agreement as your offer to join; your participation in the Program begins only when we approve you (Section 2.3).

1. Definitions

In this Agreement:

Program means the Vocenya partner program described in this Agreement.
Partner Portal means the signed-in partner area of vocenya.com, where you see your referral link and code, your Partner Terms, your deals, your Referred Clients, your commission and your payouts.
Partner Terms means the commission rate, Commission Duration and client discount that apply to you, as shown in the Partner Portal. We set them for each partner, and they may differ from the standard terms shown on our partner page.
Commission Duration means either a stated number of months or "Ongoing". "Ongoing" means you earn commission on a Referred Client for as long as that client keeps paying for Vocenya, unless the Attribution ends under this Agreement (for example under Section 4.6). Your Partner Terms always state one or the other.
Referral Link and Referral Code mean the link and code we give you in the Partner Portal. A Deal Signup Link is the signup link the Partner Portal creates for a deal you register. Together with deal registration and quote requests, they are your Referral Tools.
Referred Client means a business whose Vocenya account is credited to you under Section 4.
Attribution means the record that credits a Referred Client to you, together with the Partner Terms copied onto it at that moment.
Commission Window means the period during which you earn commission on a Referred Client, as described in Section 5.3.
Commissionable Revenue means the recurring charges a Referred Client actually pays on its Vocenya invoices, as described in Section 5.4.
Hold Period means the period after an invoice is paid during which the commission on it is pending verification, currently 30 days. It is an administrative window for refunds, chargebacks and fraud checks (Section 5.7).
Earned and payable commission have the meanings in Section 5.7.
Minimum Payout means the smallest balance we pay out in a month, currently $50.00.
Stripe means Stripe, Inc. and its affiliates, our payment provider, and Stripe Account means the Stripe Connect Express account you set up through the Partner Portal to receive payouts.
Mailing Address means the postal address you give us in the Partner Portal for payments by check (Section 8.3).
Marks means the Vocenya and GH Business Solutions names, logos and other brand features.
Business day means a day other than a Saturday, Sunday or US federal holiday.

2. Enrollment and acceptance

2.1 Applying. You apply on our partner page. When you apply you must give accurate, complete information about yourself or your business and how you plan to refer clients, and you must tick the box confirming you accept this Agreement. You must be at least 18 years old and, if you apply for a business, authorized to bind it.

2.2 Our review. We review every application and may approve or decline it at our discretion. We may tell you why, but we do not have to. Declining an application creates no obligation for either of us.

2.3 When this Agreement starts. You accept this Agreement when you submit your application. Your participation in the Program, and this Agreement's obligations on both of us, begin when we approve your application and email you to say so (the "Effective Date"). If we add you to the Program directly without an application, the Effective Date is the day you accept this Agreement in the Partner Portal.

2.4 Acceptance before Referral Tools work. Every partner, including a partner we add directly, must accept the current version of this Agreement in the Partner Portal (or, for applicants, when applying) before their Referral Tools are turned on. A sales rep's Referral Tools are also turned on only after the classification review in Section 9.2. We record each acceptance as described in Section 23.

2.5 Keeping your details current. You will keep your contact details, Mailing Address, payout details and tax information up to date in the Partner Portal and in your Stripe Account.

3. Partner types and permitted activities

3.1 Partner types. We accept partners as one of two types, shown in the Partner Portal:

Affiliate: you recommend Vocenya to your audience, clients or network, mainly by sharing your Referral Link or Referral Code.
Sales rep: you actively introduce Vocenya to specific businesses and work those opportunities, usually by registering deals and sending Deal Signup Links.

Both types use the same tools and earn commission the same way. Before a sales rep's Referral Tools are turned on, we review how the role should be classified (Section 9.2). We may change your type if it no longer matches how you work, and will tell you if we do.

3.2 What you may do. You may share your Referral Link and Referral Code, describe Vocenya using the approved materials in the Partner Portal and the information on vocenya.com, register deals, send Deal Signup Links, and ask us for a custom quote for a prospect through the Partner Portal.

3.3 What we do. We decide whether to accept any business as a customer. We handle onboarding, billing and support for every Referred Client, and our Terms of Service and Privacy Policy govern each customer's use of Vocenya. You do not need to support your Referred Clients, and you have no right to see their accounts.

4. Referrals, attribution and deal registration

4.1 How a client is credited to you. A business is credited to you when it creates its Vocenya account:

after clicking your Referral Link, within 90 days on the same browser (we remember the click with a cookie);
by entering your Referral Code at signup;
through a Deal Signup Link from your Partner Portal; or
when we assign it to you under Section 4.7.

Your Referral Tools only work while your partner account is active and you have accepted the current version of this Agreement, and, for a sales rep, once the classification review in Section 9.2 is complete.

4.2 Which partner is credited. If more than one of the ways in Section 4.1 applies at signup, they rank in this order: (1) a Deal Signup Link; (2) a Referral Code entered at signup; (3) the most recent Referral Link the business clicked within the cookie period. Each business can be credited to only one partner.

4.3 Attributions do not change automatically. Once a business is credited to a partner, that Attribution stands. It does not change automatically, even if the business later clicks another partner's link or enters another partner's code. Only we can change an Attribution, under Section 4.7.

4.4 Existing customers and duplicate accounts. A business that already has, or recently had, a Vocenya account is not a new Referred Client just because it opens another account. If a new account is a duplicate of an existing customer's account (for example the same business under a different email address), we may treat the new account as part of the existing one, with the existing Attribution (or none).

4.5 Self-referral. You may not be credited for, and earn no commission on, your own Vocenya account, an account you are a user of, an account created with your email address, or a business you own, control or work for. We may remove any Attribution that breaks this rule.

4.6 Clients who cancel and return. If a Referred Client cancels its Vocenya subscription and pays for Vocenya again within 90 days after the subscription ended, it stays credited to you on the same Attribution. If it returns more than 90 days after the subscription ended, the original Attribution ends, you earn no commission on its later invoices, and we may credit the returning business to the partner who brought it back.

4.7 Our review, corrections and disputes. We may review any Attribution and correct, reassign or remove it to fix a mistake, apply Sections 4.2 to 4.6, resolve a dispute between partners, or enforce Section 11. We decide using objective records: the signup records, Referral Link clicks, Referral Codes entered, Deal Signup Links used, deal registrations and their dates, and any written evidence the partners involved send us. We record every change, and the clients credited to you are always listed in the Partner Portal. If you disagree with a decision, tell us in writing within 90 days and we will review it again and explain our decision. This review process does not limit your rights under Section 20. Commission already recorded for you stays in your ledger unless Section 6 or Section 11 applies.

4.8 Deal registration. You may register in the Partner Portal any business you are actively working with. If another active partner has an open deal registered in the previous 90 days for the same business (matched by business name) or the same contact email, the new registration is flagged and we review both, then decide under Section 4.7 which partner, if any, should be credited. Registering a deal is not an Attribution: a business is only credited to you under Section 4.1. Keep your deals accurate and up to date; a deal marked won or lost is no longer protected.

5. Commissions

5.1 Your rate and Commission Duration. Your commission rate and your Commission Duration (a number of months, or "Ongoing") are part of your Partner Terms and are shown in the Partner Portal. We choose one or the other explicitly for every partner.

5.2 Terms are fixed per client. When a client is credited to you, your Partner Terms at that moment are copied onto that client's Attribution and apply to that client from then on. We will not reduce the terms recorded on a client already credited to you without your agreement; we may improve them. We may change your Partner Terms for clients credited to you in the future, and we will email you when we do. A change that lowers your commission rate or shortens your Commission Duration takes effect at least 30 days after that email, and applies only to clients credited to you from the date it takes effect. Better terms may take effect straight away.

5.3 Commission Window. For each Referred Client, the Commission Window starts on the day the client pays its first invoice with Commissionable Revenue above zero (a free trial does not start it). It lasts for the number of months in that client's terms, or, if they are "Ongoing", for as long as the client keeps paying. You earn commission on each invoice the client pays during the Commission Window.

5.4 Commissionable Revenue and how commission is calculated. Commission on an invoice is the Commissionable Revenue on that invoice multiplied by your rate for that client, rounded to the nearest cent. We count each invoice once.

Included: recurring charges for the client's Vocenya subscription: plan fees, recurring add-ons and usage-based (metered) charges, including prorations of those charges and annual or other prepayments for them.
Net amounts: we count what the client actually paid, after discounts and credits, and excluding sales tax and other taxes. Refunds and chargebacks are handled under Section 6.
Excluded: one-time charges, such as setup, onboarding, build or custom-solution project fees, and anything the client did not pay (unpaid or written-off amounts).
Mixed invoices: if an invoice includes both recurring and one-time charges, the amount paid is split between them in proportion to their net amounts, and only the recurring share is Commissionable Revenue.

You earn nothing on invoices paid outside the Commission Window.

5.5 Suspension and review. While your partner account is suspended or under investigation, commission on invoices your Referred Clients pay continues to be recorded. We may hold (shown as "Held for review") only commission that is reasonably in dispute in connection with the review. Commission recorded during a suspension starts out held while we check it, and we release promptly any of it that is not reasonably in dispute. We release the rest when the review ends, except any specific amounts we reverse under Section 6 or 11, and always subject to any earlier deadline the law requires.

5.6 Commission statuses. Each commission line in the Partner Portal has one of these statuses:

Pending verification: within the Hold Period after the invoice was paid, so that refunds and chargebacks can be accounted for.
Held for review: held under Section 5.5 or Section 6.2 while a review or a payment dispute is open.
Approved (payable): past the Hold Period and not held; it is included in the next monthly payout (or, after this Agreement ends, paid by the deadline in Section 15.4).
Paid: included in a payout we have sent.
Reversed: removed under Section 6 or Section 11, with the reason shown.

The status shown in the Partner Portal is an administrative record to help you follow your commission. It does not by itself decide whether an amount is legally owed: this Agreement and applicable law do.

5.7 Earned, payable and paid. Commission on an invoice is earned when the Referred Client pays that invoice during the Commission Window. Earned commission becomes payable when the Hold Period for it ends (unless it is held under Section 5.5 or 6.2), and it is then included in the next monthly payout. On the 1st of each month we add up your approved, unpaid commission earned up to the end of the previous month, together with any clawbacks and adjustments (Sections 5.9 and 6), and prepare a payout. We send each eligible monthly payout by the 15th of that month, or the next business day if the 15th is not a business day.

The Hold Period is an administrative window for accounting for refunds and chargebacks and checking for fraud. It never postpones a payment beyond a deadline the law sets, including the final-payment deadline in Section 15.4. If the law requires an earlier payment date for any amount, we pay that amount by the earlier date. Commission that has been paid can still be clawed back for a later refund or chargeback under Section 6.

5.8 Minimum Payout. While this Agreement is in force, if your balance for the month is below the Minimum Payout, nothing is paid that month and the balance carries forward until it reaches the Minimum Payout. After this Agreement ends, the Minimum Payout no longer applies: every remaining amount is paid by the deadline in Section 15.4.

5.9 Adjustments. We may add a correction to your ledger, either a credit (for example a bonus or a missed commission) or a deduction (for example a commission recorded in error). Each adjustment shows in the Partner Portal with a note explaining it.

5.10 Currency. Commission is calculated and paid in US dollars.

5.11 Questions about your commission. If you think a commission, clawback or payout is wrong, please tell us within 90 days of the date it appears in the Partner Portal, so we can look into it while the records are fresh, and we will correct any mistake. This is an administrative reporting request only. It does not waive any right you have under law, and it does not shorten any limitation period for a claim.

6. Refunds, chargebacks and clawbacks

6.1 Refunds. If we refund all or part of a payment on which you earned commission, we deduct the commission on the refunded part (a "clawback"), in proportion to the share of the payment refunded and on the same basis as the commission was calculated under Section 5.4.

6.2 Chargebacks. If a Referred Client disputes a payment with its bank or card issuer, the commission on the disputed share is recorded as a held chargeback and is not deducted while the dispute is open. If the dispute is decided against us, the chargeback is deducted in the same way as a clawback. If it is decided in our favor or withdrawn, the chargeback is reversed and your commission stands.

6.3 No double deductions. The same refunded or charged-back amount is never deducted twice, and the clawbacks and chargebacks on one payment never add up to more than the commission that payment earned. If a deduction is later undone (for example, a chargeback is reversed after we recover the funds), we restore the commission.

6.4 How clawbacks are applied. An approved clawback or chargeback reduces your next payout, even if the commission it relates to is still pending or has already been paid to you.

6.5 Negative balances. If clawbacks leave your balance below zero, the negative balance carries forward and is offset against your later commission, including commission earned after this Agreement ends. We will not invoice you for or ask you to repay a negative balance, except a negative balance caused by your fraud, which we may ask you to repay.

7. Client discounts

7.1 Your client discount. Your Partner Terms may include a discount for the businesses you refer: a percentage off their first months of Vocenya, as shown in the Partner Portal and on the signup page when your link, code or Deal Signup Link is used. Like your commission terms, the discount in force when a client is credited to you is copied onto that client.

7.2 How it applies. We apply the discount automatically at the client's first Vocenya checkout, to its first subscription only, as a percentage off the first monthly invoices for the number of months shown. The discount has no cash value.

7.3 No other discounts. You may not offer, promise or fund any other discount, rebate, credit, free period or price to a business on our behalf. Your commission is calculated on what the client actually pays after the discount.

8. Payouts

8.1 Your Stripe Account. We normally pay commission through Stripe Connect to the Stripe Account you set up from the Partner Portal. To be paid you must complete Stripe's onboarding, including identity verification ("know your customer" checks), bank account details and tax information, and keep your Stripe Account in good standing. Stripe's own terms, including the Stripe Connected Account Agreement, apply to your Stripe Account.

8.2 Your responsibilities. You will give Stripe and us accurate, complete information, including your tax information. Approved commission you have earned is not lost because your Stripe Account is not ready. While it is not ready, we may wait to send a payout through Stripe, but only within the limits in Section 8.3: not completing Stripe onboarding never postpones a payment the law requires indefinitely, or beyond the deadline the law sets.

8.3 Payment by ACH or check. If you have not completed Stripe onboarding within 30 days after a payout is due, or a payment deadline the law sets (including the final-payment deadline in Section 15.4) arrives before your Stripe Account is ready, we pay you by ACH bank transfer to the account details you give us, or by check mailed to your Mailing Address (or, if you have not given one, the most recent postal address we have for you). We may also pay you this way whenever we cannot pay you through Stripe for another reason. Before paying, we may ask for reasonable tax and identity information, such as a Form W-9, but asking for it does not extend a deadline the law sets beyond what the law allows. Each payment shows in the Partner Portal with how it was paid.

8.4 Fees. We pay Stripe Connect's fees for sending your payouts. Any fees your own bank or another provider charges you for receiving or converting the money are yours.

8.5 Payment errors. If we pay you more than you were owed, we may deduct the overpayment from future payouts, and tell you when we do.

9. Taxes and independent-contractor status

9.1 Independent contractor. We both intend that you take part in the Program as an independent contractor, and not as our employee, agent, partner (in the legal sense), joint venturer or franchisee. You decide how, when and where you work, and you use your own tools, equipment and methods. This Agreement does not waive any right you have under applicable law, and how a relationship is classified depends on the facts and the law, not only on this Agreement.

9.2 Classification review for sales reps. Whether someone is an independent contractor or an employee depends on the facts and the law, including New Jersey's "ABC" test. It is not decided by the independent-contractor wording in this Agreement, by being paid only in commission, by working through your own company or LLC, or by similar labels. Before a sales rep begins active sales work in the Program, we review how the role should be classified, and we review it again if the sales rep's duties change. A sales rep's Referral Tools are turned on only after that review. If the law requires the role to be treated as employment, you move into an appropriate employment and payroll arrangement before you continue in that role; commission you earned before the change is not lost. Affiliates who mainly share their Referral Link or Referral Code are not part of this review unless their activities change. We do not withhold income tax or payroll taxes from your commission, unless the law requires it.

9.3 Your expenses. You pay all your own costs of taking part in the Program, including travel, advertising, software, phone and internet costs. We do not reimburse expenses unless we agree in writing in advance.

9.4 Taxes. You are responsible for reporting and paying the taxes on the commission you receive. You will provide accurate tax information (such as a Form W-9) to Stripe during payout onboarding, or to us if we ask. We, through Stripe or otherwise, issue any tax forms the law requires for the commission paid to you, such as a Form 1099.

9.5 Licenses and laws. You are responsible for any business licenses, registrations and insurance that you need for your own business, and for following the laws that apply to it.

10. Marketing and brand use

10.1 Accurate, approved claims only. You may describe Vocenya only accurately and in a way consistent with vocenya.com and the approved materials in the Partner Portal. You must not make false, misleading or unsupported statements, including about features, prices, availability, results, savings, revenue, guarantees, integrations or how the AI receptionist works.

10.2 Pricing. Quote only the prices published on vocenya.com, plus your client discount. You must not promise custom prices, terms, features or quotes. If a prospect needs a custom quote, request one through the Partner Portal or our quote form; only a quote GH Business Solutions issues is valid.

10.3 Healthcare and HIPAA. Customers must not submit protected health information (PHI) to Vocenya until we have approved the appropriate configuration for them and the required business associate agreement (BAA) has been signed. You must not guarantee or suggest that Vocenya, GH Business Solutions or any client is or will be compliant with HIPAA or any other law, or make any healthcare-related claim we have not approved in writing. Send questions about healthcare use and HIPAA to us. Section 13.2 (no PHI in the Partner Portal or to you) always applies.

10.4 Email and messaging. Your commercial email must comply with the CAN-SPAM Act and similar laws: truthful sender and subject lines, a valid physical postal address, and a working way to opt out that you honor promptly. You must not send spam or unsolicited bulk messages.

10.5 Calls and texts. You must comply with the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule, the National Do Not Call Registry and state telemarketing and do-not-call laws. In particular:

you must not make calls or send text messages using an autodialer or an artificial or prerecorded voice (including AI-generated voices) without the consent the law requires, including prior express written consent where the law requires it;
you must not run any automated calling or texting campaign to promote Vocenya without our prior written approval (email us at the address in Section 21 to ask);
you must not call numbers on a do-not-call list unless an exemption applies, and you must honor our own do-not-contact list, which we share with you on request for the numbers you plan to contact;
you must respect calling-hour limits, and honor every opt-out and do-not-call request immediately; and
you must report to us, within 2 business days, any opt-out or do-not-contact request you receive about Vocenya, using the Partner Portal or by email, so we can honor it too.

If you register as a telemarketer anywhere, that is your responsibility.

10.6 Disclosing that you are a partner. Under the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising, you must clearly and conspicuously disclose your relationship with Vocenya wherever you recommend it, for example "I earn a commission if you sign up through my link." The disclosure must be close to the recommendation, not hidden in a footer or a separate page. You must not post fake reviews or testimonials, or reviews by people who have not used Vocenya.

10.7 Paid search and domains. You must not, without our written approval: bid on "Vocenya", "GH Business Solutions" or confusingly similar terms or misspellings as keywords in paid search or social advertising; use them in ad text or display URLs; or register or use a domain name, subdomain, social media handle or app name that contains "Vocenya" or anything confusingly similar.

10.8 Identifying yourself. You must make clear that you are an independent partner. You must not present yourself as Vocenya, GH Business Solutions or our employee, or create websites, ads, emails or social accounts that could be mistaken for ours.

10.9 Records and samples. You will keep these records:

Consent. For each person you contact on the basis of consent, a record of the actual consent language they agreed to, the date, the source (for example, the web form or page), what the consent covers, and evidence that they agreed. Keep it for as long as you rely on that consent and for at least 5 years after the last call, text or message that relied on it.
Opt-outs. A record of every opt-out and do-not-contact request you receive, kept for at least 5 years, and for longer where that is needed to keep honoring it. An opt-out never expires: it is not erased or treated as lapsed at the end of 5 years. Keeping a record for a period is not permission to contact the person afterwards.
Telemarketing records. For any calling campaign subject to the full recordkeeping requirements of the Telemarketing Sales Rule, the call records, scripts, and advertising and promotional materials that rule requires, kept for 5 years after they were last used.
Longer when required. Any record for longer when the law, an investigation or a litigation hold requires it.

These are the periods this Agreement requires; the laws that apply to you may require more. We may ask you for samples of your marketing and for evidence of consent for specific contacts, and you will send them within 5 business days.

10.10 Your marketing, your responsibility. You are responsible for your marketing and for the conduct of anyone working for you. We may ask you to change or remove any marketing that we reasonably believe breaks this Section, and you will do so within 2 business days (or immediately for anything unlawful).

11. Prohibited conduct

You must not, and must not help anyone else to:

refer yourself, or earn commission on your own business, under Section 4.5;
use cookie stuffing, forced clicks, hidden frames, pop-unders, adware, browser extensions or any other method that sets a referral cookie without the visitor knowingly clicking your Referral Link;
create fake, test or duplicate Vocenya accounts, or sign up businesses without their knowledge and consent;
offer cash, gifts or other incentives to sign up without our written approval and a clear disclosure, or pay any part of your commission to a client to get them to sign up;
misrepresent Vocenya's pricing, plans, trial, discounts or terms, or promise anything we have not published;
register deals for businesses you are not actually working with, or register them only to block other partners;
interfere with another partner's referrals or our systems, or try to game attribution in any other way; or
do anything illegal, deceptive or harmful to our reputation in connection with the Program.

If you break this Section, we may, to the extent permitted by law, reverse or recover the specific commission lines we identify as fraudulent, invalid, refunded or improperly obtained through the breach, remove the affected Attributions, and suspend or end your participation under Section 15. Each reversal shows in the Partner Portal with its reason. Commission that is legitimate and unrelated to the breach is not forfeited.

12. Confidentiality

12.1 What is confidential. "Confidential Information" means non-public information one of us shares with the other in connection with the Program. Ours includes information about Referred Clients and prospects, non-public pricing and quotes, Program reports, and our business and product plans. Yours includes your payout and tax details and your non-public business plans.

12.2 Our mutual obligations. Each of us will use the other's Confidential Information only for the Program, will not share it except with its own staff and advisers who need it and are bound by similar obligations, and will protect it with at least reasonable care. These obligations last while this Agreement is in force and for 2 years after it ends, and for as long as the law protects any trade secret.

12.3 Exceptions. Information is not confidential if it is or becomes public through no fault of the receiving party, the receiving party already had it lawfully, receives it lawfully from someone else without a duty of confidentiality, or develops it independently. Either of us may disclose it where the law or a court requires, after telling the other (where allowed) so it can respond.

12.4 Return and deletion. When this Agreement ends, each of us will return or delete the other's Confidential Information on request, except copies that the law requires us to keep, that we need for records of commission, payments, taxes or disputes, or that remain in routine backups until they are overwritten. Retained copies stay protected under this Section.

13. Data protection

13.1 You do not receive client data. You will not have access to Referred Clients' calls, recordings, transcripts, messages, leads, appointments or any information about their own customers or patients. The Partner Portal shows you only what you need to follow your referrals and commission.

13.2 No PHI. You must not send us, or ask a prospect or client to send you, protected health information (PHI) or any patient information, and you must not enter it in the Partner Portal. When you register a deal or request a quote, give only business contact details.

13.3 Personal data you handle. You are responsible for handling any personal data you collect yourself (for example, prospects' names, emails and phone numbers) lawfully, including having a lawful basis and any consent required to contact people and to share their details with us. Use personal data you receive from us about a prospect or client only for the Program, keep it secure, and delete it when you no longer need it for the Program.

13.4 Your data and our records. We handle personal data about you, such as your name, contact details, Mailing Address and payout information, as described in our Privacy Policy. We share what is needed with Stripe, or with our bank for a payment by ACH or check, to pay you. For each click on your Referral Link we keep the page visited, any campaign tags, a shortened browser description and a keyed hash of the visitor's IP address (not the IP address itself), to attribute referrals. When you accept this Agreement we record your IP address as part of the acceptance record (Section 23).

13.5 Security incidents. If you learn that Confidential Information or personal data connected with the Program has been lost, stolen or accessed without permission while in your care, tell us without undue delay, and in any case within 72 hours, at the address in Section 21. This is a contractual reporting deadline between us. It does not replace, and is not presented as meeting, any notice you or we must give under data breach notification laws.

14. Intellectual property and license to use our marks

14.1 License. While you are in the Program, we give you a limited, non-exclusive, non-transferable, revocable license to use the Marks and the materials in the Partner Portal only to promote Vocenya under this Agreement and only as we provide them or approve. You may not change the Marks or combine them with your own brand in a way that suggests a joint brand.

14.2 Ownership. DRAKB LLC owns, or is authorized to license, the Marks, Vocenya and all related materials, and you get no rights in them except this license. You will not register or claim any Marks or anything confusingly similar.

14.3 Your brand. You own your own name and brand. We will not use your name or logo publicly without your permission.

14.4 Ending the license. The license ends when this Agreement ends, or earlier for any use we ask you to stop. You will then stop using the Marks and remove them from your materials within 10 business days.

15. Term, suspension and termination

15.1 Term. This Agreement lasts from the Effective Date until either of us ends it.

15.2 Ending without cause. Either of us may end this Agreement for any reason by giving the other at least 30 days' written notice. Email is enough.

15.3 Suspension and ending for cause. We may suspend your partner account, or end this Agreement by written notice, if we reasonably believe you have broken Section 4.5, 10, 11, 12 or 13, committed fraud, or broken the law in connection with the Program, or if you materially break any other part of this Agreement and do not fix it within 10 days after we tell you. We email you notice of any suspension or termination. While your account is suspended, your Referral Tools stop working; commission on your existing clients continues to be recorded under Section 5.5.

15.4 What happens when this Agreement ends.

No new referrals. From the end date your Referral Tools stop working, and no new business can be credited to you.
Existing clients keep earning. For each Referred Client validly credited to you before the end date, you keep earning commission on the invoices it pays for the rest of its Commission Window, on the terms recorded for that client. This applies whether we end the Agreement without cause, you end it, or we end it for cause.
For cause. If we end the Agreement for cause, your legitimate commission, including commission on existing clients that is unrelated to the misconduct, is preserved to the extent permitted by law. Only the specific commission lines we identify under Section 11 as fraudulent, invalid, refunded or improperly obtained are reversed or recovered.
Final payment. We pay all earned, unpaid commission no later than 30 days after the end date or 30 days after it becomes payable under Section 5.7, whichever is later, or by any earlier date the law requires. So commission that is payable on the end date is paid within 30 days after it, and commission that becomes payable later (for example, commission still in the Hold Period on the end date, or earned on existing clients afterwards) is paid within 30 days after it becomes payable. We pay by these deadlines even when they come before our normal monthly payout date, and by ACH or check under Section 8.3 if your Stripe Account is not ready.
Payment. Commission after the end date is still subject to the Hold Period and to Section 6. The Minimum Payout no longer applies (Section 5.8), and a negative balance is handled under Section 6.5.
Declining changes. Ending this Agreement, or declining a new version of it under Section 16.3, never forfeits commission you have earned or will earn on existing clients under this Section.

15.5 Sections that continue. Sections 5 (as to commission still owed), 6, 8 (as to payments still owed), 9, 11 (as to remedies), 12, 13, 15.4, 17, 18, 20 and 22 continue after this Agreement ends.

16. Changes to the Program and this Agreement

16.1 Changes. We may change the Program, including the Hold Period, Minimum Payout, cookie period and deal protection period, and we may update this Agreement. Changes to your Partner Terms for future clients are made under Section 5.2.

16.2 Notice. We email you notice of every material change to this Agreement or the Program, and post the new version at vocenya.com/partners/agreement. A change that is adverse to you takes effect no sooner than 30 days after we email you. Changes required by law, or that only benefit you, may take effect sooner.

16.3 Your express acceptance. A new version of this Agreement that changes it materially, including any material change to how commission is earned, calculated or paid, applies to you only once you accept it in the Partner Portal. Until you accept it, your Referral Tools are paused, but you keep earning on your existing clients under the version you accepted. If you decline, you may end this Agreement under Section 15.2, or we may do so; either way Section 15.4 applies, and you keep the commission you have earned and will earn on existing clients.

16.4 What changes do not affect. A change never reduces commission already recorded for you, and never reduces the terms recorded on clients already credited to you without your agreement (Section 5.2).

17. Disclaimers and limitation of liability

17.1 No guarantee of earnings. We do not promise that you will earn any particular amount, that any business will sign up or stay a customer, or that the Program will continue.

17.2 The Program as provided. We provide the Program, the Partner Portal and the materials "as is". To the extent the law allows, we make no other promises or warranties about them, including that the Partner Portal or tracking will always be available or error-free. If tracking fails, we will correct the records reasonably and in good faith using the evidence available.

17.3 Limitation of liability. To the extent the law allows:

neither of us is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or goodwill, arising from this Agreement; and
our total liability under this Agreement is limited to the greater of (a) the commissions paid or payable to you during the 12 months preceding the event giving rise to the claim and (b) US $1,000.

This is an aggregate limit on our total liability for all claims together, not a limit per claim: the greater of (a) and (b) is the most we will pay for all claims combined, and the US $1,000 applies once in total, not to each claim.

These limits apply to every claim under this Agreement, including claims under the indemnities in Section 18 and claims for breach of Section 12 or 13. They do not apply to fraud, gross negligence or willful misconduct, or to amounts owed to you as commission.

Nothing in this Section limits, caps or excludes our obligation to pay commission you have earned or will earn under this Agreement, including commission that continues after it ends under Section 15.4. Commission owed to you is not "lost profits" or "revenue" under the first bullet above, and is not subject to the cap in the second.

17.4 Rights the law protects. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded by law, or any right or remedy under a statute that cannot be waived by agreement.

18. Indemnification

18.1 Your indemnity. You will defend, indemnify and hold harmless DRAKB LLC (GH Business Solutions and Vocenya) and its owners, employees and contractors from third-party claims, and the resulting losses and reasonable costs (including reasonable legal fees), to the extent they arise from your marketing, your breach of this Agreement, your violation of any law (including the TCPA, CAN-SPAM, telemarketing, consumer protection and endorsement-disclosure laws), or anything you promise a prospect or client that we have not authorized. This does not cover losses to the extent caused by our own negligence, misconduct or breach, or by materials we gave you and you used as we authorized. Fines and penalties are covered only to the extent the law allows them to be indemnified.

18.2 Our indemnity. We will defend, indemnify and hold you harmless from third-party claims that your use of the Marks or the materials in the Partner Portal, exactly as we provided and authorized them under this Agreement, infringes that third party's intellectual property rights, and from the resulting losses and reasonable costs (including reasonable legal fees).

18.3 How claims are handled. The party asking for indemnity will tell the other promptly of the claim, let it control the defense with counsel reasonably acceptable to the party asking, and cooperate at the defending party's expense. The defending party may not settle a claim in a way that admits fault on the other's behalf or binds it without its written consent.

19. Non-exclusivity and no agency

19.1 Not exclusive. This Agreement is not exclusive. You may promote other products, including competing ones, and we may work with other partners anywhere, including in your area or market.

19.2 No authority to bind us. You are not our agent. You have no authority to sign contracts, accept orders, make commitments, give warranties, agree prices, terms, custom quotes or discounts, or accept legal notices on our behalf. Custom quotes are only available through our quoting process (the Partner Portal or our quote form), and only a quote GH Business Solutions issues binds us. Every customer contracts directly with us under our Terms of Service.

20. Dispute resolution and governing law

20.1 Talk to us first. If a dispute arises, either of us will first send the other a written description of it, and we will both try in good faith to resolve it for at least 30 days before starting a lawsuit. This step does not stop either of us from seeking urgent or emergency relief from a court, filing a complaint with or responding to a government agency, or filing anything needed to preserve a right, such as before a limitation period runs out.

20.2 Governing law. This Agreement is governed by the laws of the State of New Jersey and applicable US federal law, without regard to conflict-of-law rules.

20.3 Courts. Any dispute not resolved informally will be decided in the New Jersey state courts located in Monmouth County, or in the United States District Court for the District of New Jersey where federal jurisdiction exists, and both of us consent to those courts' jurisdiction and venue. Either of us may instead bring a claim in small claims court if it qualifies. Neither of us is required to arbitrate disputes under this Agreement.

21. Notices

21.1 To us. Send notices under this Agreement by email to info@gh-businesssolutions.com, with "Partner Agreement" in the subject line. Notices of termination or of a legal dispute should also be sent by mail or courier to DRAKB LLC, Attn: Partner Program, 15 Hawkins Road, Morganville, NJ 07751.

21.2 To you. We send notices to the email address on your partner account. We always email you notice of a suspension, a termination, a material change to this Agreement or the Program, and a change to your Partner Terms, and we may also show notices in the Partner Portal.

21.3 When notice is given. An email notice is given when sent, unless the sender receives a message that it was not delivered. A mailed notice is given when delivered.

22. Entire agreement and general terms

22.1 Entire agreement. This Agreement, together with your Partner Terms shown in the Partner Portal and any written approvals we give under it, is the entire agreement between us about the Program and replaces any earlier discussions, proposals or agreements about it. If this Agreement and something else we have said conflict, this Agreement wins, except that a written agreement signed by both of us that refers to this Agreement wins on the points it covers.

22.2 Assignment. You may not transfer this Agreement or your commission to anyone else without our written consent. We may transfer it to an affiliate or to a successor to the Vocenya business, and will tell you if we do.

22.3 Severability. If any part of this Agreement is found unenforceable, it will be enforced to the maximum extent possible and the rest of the Agreement still applies.

22.4 No waiver. If either of us does not enforce a right, that does not waive it.

22.5 Force majeure. Neither of us is liable for a delay or failure caused by events beyond our reasonable control, such as outages of a payment provider, natural disasters or government action. This does not excuse paying money owed once the event ends.

22.6 Headings. Headings and the words "for example" and "including" are for illustration and do not limit what follows them.

23. Electronic acceptance and versioning

23.1 Electronic acceptance. You accept this Agreement electronically by ticking the acceptance box when you apply, or by accepting it in the Partner Portal. That has the same effect as signing a paper copy, under the federal E-SIGN Act and New Jersey's Uniform Electronic Transactions Act.

23.2 Our records. For every acceptance we record the version of this Agreement you accepted, a copy of its exact text (with a fingerprint, or hash, of that text), the date and time, the account you were signed in with, and the IP address you accepted from.

23.3 Versions. Each version of this Agreement has a version label and a "last updated" date shown at the top of this page. When we update it under Section 16, the version label changes, and the Partner Portal asks you to accept the new version.

23.4 Copies. You can read or print the current version at any time at vocenya.com/partners/agreement, and download each version you accepted, with its acceptance record, from your profile in the Partner Portal.

Questions about this Agreement? Email info@gh-businesssolutions.com.