angel.com
Home > Partners > Affiliate Program Terms & Agreement

Associates Terms & Agreement Partners Overview

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Angel.com Associates Program (the "Program") to refer subscriptions for Angel.com Enterprise level services, which enable businesses and individuals to build and maintain interactive voice sites that distribute information via the telephone (the "Services"). As used in this Agreement, "we" means MicroStrategy Incorporated d/b/a/Angel.com, a business unit of MicroStrategy Incorporated and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to Angel.com's site, located at the URL www.angel.com, or to any site that you will link to our site (and which you will identify in your Program application). You may also enroll in the Program to refer subscriptions by customers via email, called "Email Referral." The Associates Program, unlike the Affiliates Program is solely for referrals to Enterprise level services by Angel.com

1. Enrollment
To begin the enrollment process, you will submit a complete Program application via our Site. We will evaluate your application and will notify you of your acceptance or rejection.

2. Service Subscriptions
We will process Service subscriptions placed by customers who follow Connected Links from your site to our site or via Email Referral. We reserve the right to reject subscriptions that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of Service subscriptions and the provision of Services. Among other things, we will process subscription requests, process payments, terminations, and handle technical support. We will track customer subscriptions for Services made by using Connected Links from your site to our site and will make available to you reports summarizing this subscription activity. The form, content, and frequency of the reports may vary from time to time in our discretion and are not subject to dispute.

3. Associate Fees
We will pay you a referral fee based on our current referral fee schedule on contracts of Services by customers. The current Associate fee is 15% of the direct revenue generated by a subscribing customer to us for a period of six months from the date of customer's initial subscription to an enterprise level for Services ("Referral Fee"). Revenue shall not include any costs Associated with taxes, service charges, credit card processing fees and bad debt. A subscribing customer may not include any orders placed by you for Services. For a Services subscription to be eligible to earn an Associate Fee, the customer must subscribe to an enterprise-level service at Angel.com.

In addition, you may not: (a) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (b) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (c) make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (d) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, subscribe, browse, and so on) are occurring; or (e) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), (f) or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

4. Payment
We will pay you Associate fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will send you a check at the address provided in the Program application, as updated, for the Associate Fees earned. However, if the Associate Fees payable to you for any calendar quarter are less than $100, we will hold payment until the total amount due is at least $100 or (if earlier) until this Agreement is terminated. In calculating Associate Fees, we will deduct the corresponding Associate Fee from your next quarterly payment if a subscription that generated the Associate fee is charged back. If there is no subsequent payment, we will send a bill for the Associate Fee. We shall not pay Associate fees on any subscribing customer's voice sites we shut down or terminate any reason, including if the voice site is violent, sexually explicit, libelous, illegal or offensive, to be determined at our sole discretion. In the event that the mailing address or email address you provide in the Program application is incorrect, and has not been updated, we shall have no responsibility to pay any Associate fees accumulated.

5. Policies and Pricing
Customers who subscribe to Services through this Program will be deemed to be customers of Angel.com. Accordingly, all Angel.com rules, policies, and operating procedures concerning customer subscriptions and customer service will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for Services sold under this Program in accordance with our own pricing policies.

6. Restrictions on the Service
We offer our Services with the restrictions described on our Site, some of which include the following:

  • We will have the right to record any customers' calls through the Services for quality control, support and improvement of service purposes.
  • We operate the Services from our offices in the United States, and make no representation that the Services or information located on the Services is appropriate or available for use in other locations. Access to the Services from territories where the content or the use of the Services may be illegal is prohibited. Any users who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with applicable local laws.
  • Except as provided in the Site, no part of any content or software on the Services may be copied, downloaded, recorded or stored in a retrieval system for any other purpose, nor may it be redistributed for any purpose, without our express written permission.

7. Identifying Yourself as an Associate
You may not issue any press release with respect to this Agreement or your participation in the Program without our prior written permission; such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

8. Limited License
As applicable, we grant you a nonexclusive, revocable right to use the graphic image and text described in this Agreement and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Service subscriptions. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our trademark guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

9. Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

  • The technical operation of your site and all related equipment
  • Posting our Service descriptions on your site and linking those descriptions to our Site
  • The accuracy and appropriateness of materials posted on your site (including, among other things, all Service-related materials)
  • Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
  • Ensuring that materials posted on your site are not in bad taste, libelous or otherwise illegal
  • Ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers
  • Any emails you choose to send, and such emails shall be in accordance with the terms of our privacy policy and your privacy policy and all applicable laws, promoting the use of our Services

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site and any emails you send related to the Services.

10. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all Angel.com trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn Associate Fees only on our revenues from Services that occur during the term, and Associate Fees earned through the date of termination will remain payable only if the related subscriptions are not canceled and payment is collected. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

11. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the amount of available Associate Fees, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

12. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

13. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total Associate fees paid or payable to you under this Agreement.

14. Disclaimers
We make no express or implied warranties or representations with respect to the Program or any Services subscribed to through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

15. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. YOU REPRESENT THAT YOU ARE NOT A CURRENT EMPLOYEE OF OURS.

16. Arbitration
Any dispute arising out of or related to this Agreement, which cannot be resolved by negotiation, shall be settled by binding arbitration in accordance with the American Arbitration Association as amended by this Agreement. The costs of arbitration, including the fees and expenses of the Arbitrator, shall be shared equally by the parties unless the arbitration award provides otherwise. Each party shall bear the cost of preparing and presenting its case. The parties agree that this provision and the Arbitrator's authority to grant relief shall be subject to the United States Arbitration Act, 9 U.S.C. 1-16 et seq. ("USAA"), the provisions of this Agreement, and the ABA-AAA code of Ethics for Arbitrators in Commercial Disputes. In no event shall the Arbitrator have the authority to make any award that provides for punitive or exemplary damages. The Arbitrator's decision shall follow the plain meaning of the relevant documents, and shall be final and binding. The award may be confirmed and enforced in any court of competent jurisdiction. All post-award proceedings shall be governed by the USAA.

17. Miscellaneous
This Agreement will be governed by the laws of the United States and the Commonwealth of Virginia, without reference to rules governing choice of laws. The UN Convention for the International Sale of Goods shall not apply to this Agreement in whole or in part. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

1,600+ Customers, 20+ Industries, 10,000+ Telephony Solutions