The OneVoice Business Referral Program is designed to offer incentives to businesses and individuals for referring prospective customers to OneVoice Communications.PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY BEFORE YOU ENROLL.These Terms and Conditions will govern your participation in this program. OneVoice reserves the right to change the terms of the program, so please check back periodically to review any changes that may be made (if you do not wish to accept these or any further changes to these terms, you may simply stop participating in the program).PLEASE NOTE: In order to participate in this program, you must have the following minimum hardware and software requirements available:1. Internet access via any commonly used browser and 2. An active e-mail account for the purpose of confirming account and user activation and passwords, as well as for receiving information and updates from OneVoice.This OneVoice Business Referral Program Agreement (“Agreement”), by and between OneVoice Communications (“OVC”) whose address is, 45610 Woodland Rd, Sterling, VA 20166 and (“Lead Provider”), is effective as of the date this Agreement is accepted (the “Effective Date”). 1. Lead Generation and Lead Provider Conduct. a. All Leads shall be submitted via the Web at Referral page by using the Business Referral Form provided at that site. b. Lead Provider shall be compensated only for Leads that OVC (1) accepts after determining that the prospective End User is neither an existing OVC customer nor an existing prospective customer for services from OVC; and (2) enrolls for new services. One-Time Check Terms & ConditionsLead Provider will earn a commission from each Lead that becomes an End User of OVC equal to a one time payment of fifty percent (50%) of monthly recurring revenue for the second month that such End User is receiving service from OVC, and shall be paid approximately sixty (60) days thereafter. Commissions shall be based on the commission percentage in effect on the date that the Lead Referral form is submitted for a term contract of at least 1 year. OVC reserves the right to charge back to Lead Provider any commissions paid for End Users that cancel or discontinue service within the first six (6) months after service is operational and billable.a. OVC will use commercially reasonable efforts to pay all leads within 60 days AFTER installation. OVC reserves the right to suspend, discontinue, and/or charge back to Lead Provider any commissions paid (i) for End Users that cancel or discontinue service within the first six (6) months after service is operational and billable, (i) In the event an End User fails to pay OVC for Service, or (iii) on sales of Services made while Agent is in breach of the terms of this Agreement. b. Lead Provider will generate Leads in a manner that will reflect favorably on the good name and reputation of OVC and OVC services and, specifically, Lead Provider agrees to: (1) comply with all applicable national, international, state and local laws, ordinances and regulations in its dealings with OVC and End Users, including, without limitation, the U.S. Foreign Corrupt Practices Act (FCPA), and all applicable federal, state, local, and international privacy laws; (2) cooperate fully in the collection, compilation and maintenance of data required to be reported by OVC under any statutes, regulations, orders or other contractual commitments and (3 ) make no false or misleading statements with respect to OVC services, and engage in no illegal, deceptive, misleading, unethical, or improper acts or practices in performing under this Agreement. c. In no event shall Lead Provider accept more than one commission from OVC under any program or for any Lead, nor shall it share commission with any other Lead Provider, OVC lead agent, OVC sales agent or OVC sales representative. OVC may immediately terminate this Agreement without liability and without the obligation to pay any commission in the event of a breach of this provision. d. Lead Provider may not assign or otherwise transfer this Agreement. e. By participating in the program, Lead Provider authorizes OVC to use your contact information to communicate with you about the program and OVC services generally. f. No individual or entity shall be eligible to receive commissions from Leads provided to OVC if such individual or entity is past due on their OVC Communications account or if the referred account is not paid in full. 2. Relationship of Parties. a. Neither OVC nor Lead Provider shall have the authority to bind the other by contract or otherwise or to make representations as to the policies or procedures of the other except as specifically authorized by this Agreement. OVC and Lead Provider acknowledge and agree that their relationship arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employee relationship or franchise between them and that Lead Provider is an independent contractor with respect to the services provided by it under this Agreement. Lead Provider assumes full responsibility for the acts of its employees and for their supervision, daily direction and control. 3. Lead Acceptance.a. Lead Provider expressly acknowledges that any submission of Leads for End Users for OVC services will be subject to acceptance by OVC, in its sole discretion, of such Leads. Furthermore, OVC will have no responsibility or liability whatsoever to Lead Provider with respect to the continued availability or operation of OVC services or the acceptance of, failure to accept, or follow up of Leads submitted by Lead Provider. b. Lead Provider acknowledges and agrees that OVC directly or indirectly (or through other sales Lead Providers) may offer OVC services and that Lead Provider will be entitled to no compensation for sales made through such other channels. In the event OVC receives conflicting orders or leads for services from different Lead Providers or OVC employees, OVC may in its sole discretion determine who, if anyone, will receive credit for such orders.4. Tradenames and Trademarks. a. NEITHER LEAD PROVIDER NOR ITS EMPLOYEES SHALL MAKE ANY REPRESENTATIONS OR WARRANTIES RELATING TO OVC SERVICES NOR TO ANY AFFILIATION WITH OVC. FURTHER, THIS AGREEMENT SHALL NOT GRANT LEAD PROVIDER ANY RIGHT TO USE THE OVC TRADEMARK(S) WITHOUT THE EXPRESS WRITTEN CONSENT OF OVC. 5. Confidentiality and Communications. a. Any confidential OVC specifications, drawings, sketches, data or technical or business information, and any other confidential OVC material, as well as all Lead or End User information (“Information”), furnished to or disclosed by OVC under this Agreement, will be deemed the exclusive property of OVC, and are to be used by Lead Provider solely in the performance of its obligations and duties hereunder and are to be returned to OVC upon termination of this Agreement. Lead Provider shall keep all such information confidential during the term of this Agreement and for a period of three (3) years thereafter. Lead Provider agrees that monetary damages for breach of its obligations under this Section may not be adequate and that OVC will be entitled to injunctive relief with respect to any breach or default of Lead Provider’s obligations under this Section. b. Neither party shall reveal the existence of this Agreement in any advertisement, promotional activity or publicity release without the prior written consent of the other. c. Any breach of this provision shall be a material breach of this Agreement and OVC may then terminate this Agreement immediately upon written notice. 6. Term and Termination. a. This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year thereafter, unless otherwise terminated. This Agreement shall automatically renew for additional one (1) year periods unless one party advises the other of its intent to terminate at least thirty (30) days prior to the anniversary date of the Effective Date of this Agreement. This Agreement may be terminated: (a) at any time by either party on thirty (30) days prior written notice to the other; (b) for breach by Lead Provider of any provision of this Agreement; (c) by OVC on thirty days written (by email or letter) notice if Lead Provider fails to provide at least one Lead in each calendar year; or (d) immediately upon written notice by OVC in the event Lead Provider, in OVC’s sole discretion, breaches its obligations set forth herein b. Upon termination of this Agreement, OVC’s Commission payment obligations shall cease. 7. Indemnity and Limitation of Liability. a. Lead Provider agrees to indemnify, defend and hold OVC free and harmless from any loss, damage, or cost, including attorney’s fees, that OVC becomes liable for by reason of any act of Lead Provider in providing Leads, including but not limited to misrepresenting to End Users the OVC services or the terms under which the services are made available by OVC. Lead Provider shall immediately notify OVC in writing of any claim, threatened claim, suit or other action related to Lead Provider’s performance under this Agreement. b. OVC will have no liability to Lead Provider other than for Commissions earned and payable in accordance with this Agreement. IN NO EVENT SHALL OVC BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER OR NOT FORESEEABLE.8. Notices. a. Notices to be given pursuant to this Agreement will be in writing made via e-mail or the physical address of the receiving party 9. Controlling Law, Jurisdiction, Entire Agreement, Non-Waiver and Severability.a. (i) This Agreement, with Attachments, will be governed by the domestic laws of the Commonwealth of Virginia and Lead Provider consents to the jurisdiction of the federal and state courts of the State of Virginia. (ii) This Agreement constitutes the entire agreement between Lead Provider and OVC with respect to the subject matter hereof, and supersedes all prior agreements and representations, written or oral, concerning the subject matter of this Agreement. (iii) This Agreement cannot be amended or modified except by written amendment signed by authorized representatives of Lead Provider and OVC. (iv) No provision of this Agreement which may be deemed unenforceable will in any way invalidate any other provisions of this Agreement, all of which will remain in full force and effect. (v) No failure by either party to take action on account of any default by the other will constitute a waiver of any such default or of the performance required of the other.10. Dispute Resolution. a. Except for action seeking a temporary restraining order or injunction, or suit to compel compliance with Section 6 or this section 10, the parties agree that any controversy or claim arising out of or relating to this Agreement or its breach shall be resolved by direct negotiation of non-lawyer representatives of the parties; or by mediation; or by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Each party shall bear the cost of filing, preparing and presenting its case. The parties agree that this paragraph and the arbitrator’s authority to grant relief shall be subject to the United States Arbitration Act, 9 U.S.C.§§ 1-6, et seq. (USAA), the provisions of this Agreement, and the ABA-AAA Code of Ethics for Arbitration in Commercial Disputes, and that the arbitrator shall have no power or authority to make any award that provides for punitive or exemplary damages. The arbitrator’s decision shall be final and binding, and may be confirmed and enforced in any court of competent jurisdiction pursuant to the USAA. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND OVC FOR THE PROGRAM, AND THAT IT MAY BE AMENDED ONLY IN ACCORDANCE WITH THE TERMS STATED ABOVE. BY CLICKING “SIGN UP” YOU REPRESENT THAT YOU HAVE THE AUTHORITY AND RIGHT TO BIND YOU AND YOUR COMPANY TO THESE TERMS AND CONDITIONS.