This Partner Agreement ("Agreement") is between DRAKB LLC, doing business as GH Business Solutions ("GH Business Solutions", "we", "us"), which operates Vocenya, and the person or business that applies to and is accepted into the Vocenya partner program ("you", the "Partner").
By applying to the partner program you confirm that you have read this Agreement and agree to it. It takes effect when we approve your application.
1. The program
As a Partner you introduce businesses to Vocenya. You receive a referral link, a referral code and access to the partner portal, where you can register deals, see the businesses credited to you and follow your commission and payouts. We decide whether to accept any business as a customer, and our Terms of Service govern every customer's use of Vocenya.
2. Referrals and attribution
A business is credited to you ("Referred Client") when it creates its Vocenya account through your referral link (within the cookie period shown on the partner page), with your referral code, through a deal signup link from your portal, or when we assign it to you. Each business can be credited to only one partner. The first valid attribution stands; we do not change it automatically. We may review and correct attributions, for example for duplicate deal registrations, and our decision is final.
You may not refer your own business, a business you own or work for, or yourself.
3. Deal registration
You may register businesses you are actively working with in the partner portal. If another partner has registered the same business or contact within the protection period, we review both registrations and decide which partner, if any, is credited.
4. Commission
For each Referred Client you earn a commission at the rate, and for the number of months, shown in your partner portal at the time the client was credited to you. The commission period starts on the Referred Client's first paid invoice. If no number of months is shown, commission continues for as long as the Referred Client pays for Vocenya.
Commission is calculated on the amount the Referred Client actually paid for each invoice, after discounts and excluding taxes. Invoices of zero dollars earn no commission. We may change the rate or period for future Referred Clients; changes never affect clients already credited to you, unless you agree in writing.
5. Payment timing
Commission is held for a period after each invoice is paid (shown on the partner page) to allow for refunds and chargebacks. After that it is approved. Once a month we prepare a payout of your approved commission. If your balance is below the minimum payout amount, it carries forward to the next month. We review and send payouts manually; there is no fixed payment date.
Payouts are made through Stripe to the account you connect in the partner portal. You must complete Stripe's onboarding, including identity, bank and tax details, before we can pay you through Stripe.
6. Refunds, chargebacks and clawbacks
If we refund a Referred Client, or a payment is disputed or charged back, we deduct the commission earned on that amount ("clawback"). A clawback reduces your next payout. If your balance becomes negative, it carries forward and is recovered from future commission.
7. Conduct
You must:
- Comply with all laws that apply to your marketing, including the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule, the CAN-SPAM Act, state telemarketing and do-not-call laws, and state and federal consumer protection laws.
- Not send unsolicited commercial email or text messages, and not make calls using an autodialer, prerecorded or artificial voice, to anyone without the consent the law requires. Honor every opt-out and do-not-call request.
- Not bid on "Vocenya" or confusingly similar terms in paid search, register domain names or social accounts containing "Vocenya", or present yourself as Vocenya or GH Business Solutions.
- Use our name and logo only as we allow, and stop when we ask.
8. No misrepresentation
You may describe Vocenya only accurately and consistently with our website and the materials in the partner portal. You must not promise features, prices, results, discounts, guarantees or compliance (including HIPAA) that we have not published, and you must not make claims about savings or revenue that you cannot support. You have no authority to sign contracts, accept terms or make commitments on our behalf.
9. Customer information
You will not receive access to Referred Clients' calls, messages, recordings, leads or any information about their customers or patients. Any information you receive about a Referred Client through the program is confidential and may be used only to support that client's relationship with Vocenya.
10. Independent contractor
You are an independent contractor, not an employee, agent, franchisee or joint venturer of GH Business Solutions. You decide how, when and where you work, pay your own expenses, and are not entitled to employee benefits.
11. Taxes
You are responsible for all taxes on your commission. Stripe collects tax information (such as a W-9) during payout onboarding, and we, through Stripe, may issue an IRS Form 1099 to you where required. We may withhold payouts until your tax information is complete.
12. Term and termination
Either party may end this Agreement at any time with written notice (email is enough). We may suspend or end your participation immediately if you breach this Agreement, including the conduct rules above. When the Agreement ends, commission earned on invoices paid before the end date is paid on the normal schedule, unless you were terminated for breach, fraud or misconduct, in which case unpaid commission may be forfeited.
13. Changes to this Agreement
We may update this Agreement. We will post the new version and tell you in the partner portal or by email. If you keep participating after the update takes effect, you accept it.
14. Limitation of liability
To the extent the law allows, neither party is liable for indirect, incidental or consequential damages, and our total liability under this Agreement is limited to the commission paid to you in the twelve months before the claim.
15. General
This Agreement is governed by the laws of the State of New Jersey, without regard to its conflict-of-law rules. It is the entire agreement about the partner program and replaces any earlier discussions. If any part is unenforceable, the rest still applies.
Questions? Email [email protected].