Referral Program Terms and Conditions

Last Updated: January 14, 2022

This Referral Program (the “Program“) is sponsored and administered by Westelcom Company (“Westelcom“). The Program is governed by these terms and conditions (“Official Rules“). By participating in the Program, each Referrer (as defined below) accepts and agrees to comply with these Official Rules, as determined by the sole discretion of Westelcom or its agents. Acceptance of the Official Rules in its entirety is required to be considered and participate in the Program. Westelcom reserves the right in its sole discretion to modify, suspend, terminate, or cancel the Program at any time by amending these Official Rules and publishing them on its website. Following any modification to the Official Rules, Referrer’s continued use of the Program constitutes acceptance of the amended Official Rules and the Program as is in full force at the time of said change(s).

1. Participation. (a) Westelcom will make all determinations regarding participation in the Program. Westelcom may terminate any participant from the Program or cancel the entire Program at any time for any reason by giving written notice to participants. (b) An individual is not eligible to participate in the Program if they work for an employer which has a contractual compensation arrangement with Westelcom other than these Program Terms or is a Westelcom employee who is paid commissions. (c) Westelcom will not double-pay for referrals. A business that has a contractual compensation arrangement with Westelcom (e.g. a channel partner) will be compensated only under these Program Terms if it submits a referral as part of the Program.
2. Payment. For each successful referral, Westelcom shall pay Referrer a bonus of $100 for any sale generating $100-$500 in monthly recuring revenue and $500 for any sale generating more than $500 in monthly recuring revenue. Monthly recurring revenue excludes Office 365 license fees. Once a referral becomes a successful referral (as defined in section 13 of these Program Terms), Westelcom will compensate the Referrer. Westelcom may delay payment up to 12 months in order to assess whether the business is seasonal. Westelcom will direct payment to the individual or entity named as Referrer as submitted with the referral via westelcom.com/refer. Westelcom will not pay any Referrer until the Referrer has provided a completed W-9 form to Westelcom. Westelcom is not required to give specific reasons why a particular referral has not been deemed a qualified or successful referral, or to make these decisions in a specific amount of time.
3. Independent Contractor. Each participant in the Program is an independent contractor, and no participant is authorized to act on Westelcom’s behalf. The participant hereby acknowledges that Westelcom does not direct it how to perform its obligations. Nothing in these Program Terms will be construed to create a joint venture, employer-employee relationship, partnership, or association between Westelcom and the participant.
4. Trademarks. The participants shall not use any trademarks, copyrighted materials, patents, names, logos or other intellectual property owned or licensed by Westelcom, except as they may be included in materials provided by Westlcom.
5. Indemnification. The participant shall indemnify Westelcom and its representatives against any claims arising from its participation in the Program. This obligation includes court costs and attorney’s fees.
6. Warranty Disclaimers; Limit of Liability. (a) Participation in the Program is at the participant’s own risk. Westelcom provides the program “as is” without warranty of any kind, express or implied.
   (b) In no event will Westelcom be liable for incidental or consequential damages or for loss of profits, revenue, or data as a result of claims arising out of or connected with these program terms or the program, whether brought in contract or tort, even if Westelcom has been advised of the possibility of such damages. This limitation does not apply to amounts owed under section 2 of these Program Terms.
7. Amendment. Westelcom may change the Program Terms at any time by providing notice to the participant. Participation in the Program at any time after Westelcom provides this notice will constitute acceptance of the changes.
8. Notices. Westelcom may give notice under this agreement in any reasonable manner, including by email using the email address submitted with the referral via westelcom.com/refer.
9. Governing Law; Jurisdiction. These Program Terms are governed by the laws of the State of New York. The parties hereby consent to the exclusive personal jurisdiction of the courts in New York and waive any objection as to venue or inconvenient forum.
10. Assignment. Westelcom may assign its rights and obligations under this agreement to any party. The participant shall not assign its rights or obligations under this agreement without Westelcom’s written consent.
11. Waivers. Failure to enforce a right or provision under this agreement does not constitute a waiver of that right or provision.
12. Email. In accordance with 15 USC § 7701 et seq. (the CAN-SPAM Act), if a participant designates a referral email address that has previously opted out of receiving marketing emails from Westelcom, the participant will be advised that the email address is not eligible to be sent a Program email.
13. Definitions. In this agreement, the following definitions apply. “qualified referral” means a business which (1) a participant submits as a referral using Westelcom’s referral submission form at westelcom.com/refer; (2) is not a current, pending, or last-30-days customer of Westelcom, based on the date the referral is submitted; (3) is not the participant’s employer; (4) has a personal connection to the participant; and (5) is willing to discuss purchasing a Westelcom product or solution. “successful referral” means a qualified referral which (1) purchases Westelcom’s product or solution no more than 12 months after the referral was submitted and (2) keeps current with payments for 90 days after the start of billing.