Timesheet Mobile Partner Program Terms & Conditions
This Timesheet Mobile Partner Program Agreement (the “Agreement”) sets forth the terms and conditions of the Timesheet Mobile Partner Program (the “Program”) of Freedom Telecare, LLC (“Freedom Telecare”).
BY ACCEPTING THE AGREEMENT, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) AGREE(S) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.
This Agreement will supersede and replace any prior Timesheet Mobile Program between you and Freedom Telecare.
- Freedom Telecare is the provider of Timesheet Mobile, a leading geo fence enabled time and attendance system including employee location, timesheets and additional mobile workforce solutions.
- Freedom Telecare desires to receive referrals to new prospects and customers from qualified third-party service providers acting in the capacity of partner as detailed in the Agreement.
- AUTHORIZED PARTNER is a solution provider that wishes to send referrals to Freedom Telecare’s Timesheet Mobile product and receive the benefits outlined in the Agreement.
Terms and Conditions
- PROGRAM DESPCRIPTION.
The Timesheet Mobile Partner Program is a program designed to provide professional service and solutions providers such as bookkeepers, accountants and consultants with a solution for their client’s employee time, attendance and location needs. As part of the program, AUTHORIZED PARTNERS will receive:
- 30% of all revenue generated in the first year of service for clients referred. Clients accounts must be paid in full prior to distribution of revenue share. Any request for refund from clients will be deducted from AUTHORIZED PARTNER payments due.
- Free Timesheet Mobile account provided to AUTHORIZED PARTNER for non-commercial, development, training and sales purposes. Free account not for use by clients of AUTHORIZED PARTNER.
- 20% discount to Timesheet Mobile pricing for the first year to clients referred by AUTHORIZED PARTNER.
- Access to Timesheet Mobile customer and technical support for both AUTHORIZED PARTNER and any clients.
- Freedom Telecare handles all client billing and distributes revenue share to AUTHORIZED PARTNER monthly.
- DISTRIBUTION OF PRODUCT.
- Restrictions on Use. AUTHORIZED PARTNER agrees: (i) not to create or attempt to create by reverse engineering, disassembly, decompilation, or otherwise, the source code, internal structure, file formats or other organization of the Timesheet Mobile Product, or any part thereof, from any object code or information that may be made available to it, or aid, abet or permit others to do so; (ii) not to remove any Freedom Telecare/Timesheet Mobile Product identification or notices of any proprietary or copyright restrictions from the Timesheet Mobile Product or any support material; (iii) not to copy the Timesheet Mobile Product, develop any derivative works thereof or include any portion of the Timesheet Mobile Product in any other software program; (iv) not to provide use of the Timesheet Mobile Product in a computer time-sharing, online service, software-as-a-service, application service provider, online hosting or other similar business, rental or commercial timesharing arrangement; and (v) to distribute, transfer, install and implement all Timesheet Mobile Product to properly licensed end user customers only (and not to intermediaries that intend to transfer the Intuit Products to third parties) all with, and in compliance with, the Documentation. For the avoidance of doubt, AUTHORIZED PARTNER understands and agrees that AUTHORIZED PARTNER is permitted to offer the Timesheet Mobile Product to end user customers only, upon payment of appropriate end-user license fees, and not to intermediaries (e.g. other “resellers”).
- At any time and in Freedom Telecare’s sole discretion, Freedom Telecare may modify any of the terms and conditions contained in this Agreement by posting a revised or new agreement. If any modification is unacceptable to AUTHORIZED PARTNER, AUTHORIZED PARTNER’s only recourse is to terminate this Agreement. AUTHORIZED PARTNER’s continued participation in the Program following Freedom Telecare’s posting of a revised or new agreement or Member Guide will constitute binding acceptance of the modification.
3.CONDUCT OF BUSINESS; RIGHT TO INSPECT; AUTHORIZATION.
- Conduct of Business. AUTHORIZED PARTNER agrees:
- To conduct business and provide services in a manner which reflects favorably at all times on the products, services, goodwill and reputation of Freedom Telecare and the Timesheet Mobile product;
- To conduct business and provide services in full compliance with all applicable laws and regulations;
- Not engage in deceptive, misleading or unethical practices;
- Not to make any statements, representations, warranties, or guarantees that are inconsistent with this Agreement, the Timesheet Mobile User Guide or the policies established by Freedom Telecare;
- To provide support and services of the highest quality and integrity; and
- To use best efforts to resolve any complaints or disputes with end users regarding AUTHORIZED PARTNER’s services under the Program in a fair and timely manner. AUTHORIZED PARTNER agrees not to use or display any materials or content on AUTHORIZED PARTNER’s Web site(s) in a manner that is defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of Freedom Telecare or the goodwill associated with Freedom Telecare.
- Right to Inspect. Freedom Telecare shall have the right to inspect AUTHORIZED PARTNER’s provision of support and services under this Agreement, AUTHORIZED PARTNER’s business premises, and all Program related material in order to ensure AUTHORIZED RESELLER’s full compliance with the terms and conditions of this Agreement. AUTHORIZED RESELLER shall cooperate fully and shall provide Intuit immediate access to all requested materials and to AUTHORIZED RESELLER’s business premises in order to allow Intuit to exercise its right to inspect.
- AUTHORIZED RESELLER hereby authorizes Intuit and third parties authorized by Intuit to disclose and/or publish information regarding AUTHORIZED RESELLER’s name, address and other contact information, expertise profile, and business profile in printed and/or electronic forms in any medium.
4.TERM AND TERMINATION.
- This Agreement shall be effective upon AUTHORIZED PARTNER’s acceptance (the “Effective Date”), and shall remain in effect for so long as AUTHORIZED PARTNER is in full compliance with the terms of the Agreement, until terminated as provided herein.
- Freedom Telecare may terminate this Agreement for cause immediately and without further notice in the event that: (i) AUTHORIZED PARTNER fails to perform any of AUTHORIZED PARTNER’s obligations under this Agreement or is otherwise in default hereunder; (ii) Freedom Telecare, in its sole discretion, determines that AUTHORIZED PARTNER does not meet the Program criteria for participants as determined by Freedom Telecare from time to time; or (iii) any conduct or proposed conduct of AUTHORIZED PARTNER exposes or threatens to expose Freedom Telecare to any liability or obligation, including any obligation under federal, state or local law.
- Either party may terminate this Agreement upon notification to the other. Termination shall be effective thirty (30) days following notification by either party.
3.Effect of Termination. Upon expiration or termination of this Agreement, regardless of the reason therefor:
- all privileges and benefits of the Program will be immediately revoked;
- AUTHORIZED PARTNER shall immediately cease use of all Freedom Telecare trademarks, tradenames, copyrights and all Program material, including Approved Materials, as those terms may be further defined in the Trademark Usage Guidelines or in the Member Guide;
- AUTHORIZED PARTNER shall promptly return to Freedom Telecare all Freedom Telecare confidential information or certify in writing that it has destroyed such information;
- all rights and licenses granted under this Agreement will immediately and automatically terminate;
- AUTHORIZED PARTNER will immediately discontinue representing that AUTHORIZED PARTNER is a Program participant and Timesheet Mobile Product partner.
5.DISCLAIMERS; LIMITATIONS OF LIABILITY.
- Freedom Telecare makes no representations or warranties of any kind with respect to the Program and any Products, and the Program and Products are provided to AUTHORIZED PARTNER “as is.” EXCEPT AS PROVIDED IN THE PRODUCT END USER LICENSE AGREEMENT(S), FREEDOM TELECARE HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PROGRAM, PRODUCTS OR SERVICES PROVIDED BY FREEDOM TELECARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS PROVIDED IN THE PRODUCT END USER LICENSE AGREEMENT(S), FREEDOM TELECARE SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF ANY WARRANTY. The right to return defective Products, if provided under the applicable EULA, shall constitute Freedom Telecare’s sole liability and AUTHORIZED PARTNER’s exclusive remedy in connection with any claim of any kind relating to the quality, condition or performance of any Product, whether such claim is based upon breach of contract, warranty or any statutory duty, negligence or other tort, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.
- Limitations of Liability. TO THE FULLEST EXTENT ALLOWED BY LAW, FREEDOM TELECARE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE PROGRAM OR THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR ANY DAMAGES OR SUMS PAID BY AUTHORIZED PARTNER TO THIRD PARTIES, EVEN IF FREEDOM TELECARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, WARRANTY OR ANY STATUTORY DUTY, NEGLIGENCE OR OTHER TORT, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. SINCE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL DAMAGES, THIS LIMITATION MAY NOT APPLY TO AUTHORIZED PARTNER. FREEDOM TELECARE’S TOTAL LIABILITY FOR ALL DAMAGES, ALLEGED DAMAGES, AND LOSSES HEREUNDER, (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE LESSER OF AMOUNTS RECEIVED BY FREEDOM TELECARE UNDER THIS AGREEMENT OR FIVE THOUSAND ($5,000) DOLLARS.
6.TRADEMARKS, TRADE NAMES AND COPYRIGHTS.
AUTHORIZED PARTNER agrees to carefully follow the requirements set forth herein in order to ensure that all advertising, marketing, promotional, web and trade show materials conform to the following Trademark Usage Guidelines so that customers are not confused as to the relationship between AUTHORIZED PARTNER and Freedom Telecare and so that customers receive a clear and consistent marketing message about Freedom Telecare products.
- During the term of this Agreement, Freedom Telecare hereby grants to licensee the limited, non-exclusive, nonsublicenseable, revocable right and license to display the trademarks and logos (the “Freedom Telecare Marks”) and Freedom Telecare Images, solely for the purpose of, and in direct connection with, AUTHORIZED PARTNER’s advertisement, promotion, sale, and licensing of such Products. All such advertisement, promotion, sale, and licensing must comply with this Agreement and the Freedom Telecare Trademark Usage Guidelines below and the Member Guide as may be modified by Freedom Telecare from time to time.
- AUTHORIZED PARTNER will include on each copy of any materials that it creates regarding or referring to Freedom Telecare Products all trademark, copyright and other notices included by Freedom Telecare on Freedom Telecare Products or required to be so included by Freedom Telecare from time to time. AUTHORIZED PARTNER agrees not to alter, erase, deface or obscure any such notice on anything provided by Freedom Telecare.
- AUTHORIZED PARTNER acknowledges it has paid no consideration for the use of the Freedom Telecare Marks or Freedom Telecare Images, and nothing contained in this Agreement will give AUTHORIZED PARTNER any right or interest in any of them, except for the limited rights to display them in connection with distribution of Freedom Telecare Products, during the Term, as set forth in this Agreement. AUTHORIZED PARTNER acknowledges that Freedom Telecare owns and retains all intellectual property rights in the Freedom Telecare Marks and Freedom Telecare Images, as well as in all Freedom Telecare Products, and agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any trademark, image, logo, trade name, trade secret, copyright or patent belonging to or licensed by Freedom Telecare (including, without limitation, any act, or assistance to any act, which may infringe or lead to the infringement of any copyright in Freedom Telecare Products) or attempt to grant any right therein. As part of such obligation, AUTHORIZED PARTNER agrees that it will not adopt, use or register any mark, logo, trade name, company name, domain name, screen name or other source indicator which might be reasonably understood to refer to any Freedom Telecare Product. AUTHORIZED PARTNER further agrees not to attach any additional trademarks, logos, trade designations or other legends to any Freedom Telecare Product without the prior written consent of Freedom Telecare. AUTHORIZED PARTNER further agrees not to affix any Freedom Telecare trademark, logo or trade name to any nonFreedom Telecare product. Any use of Freedom Telecare’s Marks or other Freedom Telecare-owned names and logos as part of AUTHORIZED PARTNER’s own source identifiers, or in a way that might create confusion with the Freedom Telecare Marks or Freedom Telecare owned names, is prohibited.
- Upon expiration or termination of this Agreement, AUTHORIZED PARTNER will immediately cease all display, advertising and use of all Freedom Telecare Marks, Freedom Telecare Images and other Freedom Telecare-owned designations (including the Freedom Telecare name or the names of any Freedom Telecare Products) and will not thereafter use, advertise or display any name, mark or logo which is, or any part of which is, similar to or confusing with any such Freedom Telecare Marks, Freedom Telecare Images and other Freedom Telecare-owned designations associated with any Freedom Telecare Product.
- Freedom Telecare reserves the right to object to any uses or misuses of its trademarks that it deems, in its sole discretion, to be inappropriate or to constitute a violation of applicable law. In the event that Freedom Telecare finds any such improper use or misuse to be intentional, Freedom Telecare shall have the right to take any and all appropriate action up to and including termination of your participation in the Program. AUTHORIZED PARTNER agrees to reasonably cooperate without charge in Freedom Telecare’s efforts to protect its intellectual property rights, and will make any modifications or alterations to any of its content that contains or makes reference to Freedom Telecare or Timesheet Mobile Marks or names, upon request. AUTHORIZED PARTNER agrees to notify Freedom Telecare immediately in writing of any breach of Freedom Telecare’s intellectual property rights that comes to AUTHORIZED PARTNER’s attention.
- Correctly Promote Your Membership in the Timesheet Mobile Partner Program. Upon your acceptance into the Program, Freedom Telecare encourages you to inform your current and prospective clients/customers of your membership in the Program, in accordance with the Agreement and all of the Trademark Guidelines listed herein. You can convey this information in your advertising, promotional materials, detailed brochures, sales materials and Web sites (“Approved Materials”), but you agree to only do this in a way that does not lead customers to believe that you are somehow an Freedom Telecare representative or employee, or that you are somehow “Officially Endorsed by”, “Certified by”, “Authorized by”, or formally “Partnered” with Freedom Telecare or Timesheet Mobile beyond the Freedom Telecare Partner designations supplied to you under this Agreement.
- No Inappropriate Content. Except as set forth herein or in the Member Guide, all uses of the Freedom Telecare Product names, Program names or Freedom Telecare Marks are prohibited. Member agrees that the Approved Materials will not contain any content that could be deemed by Freedom Telecare, in its sole judgment, to be obscene, violent or otherwise in poor taste or unlawful, or for the purpose of encouraging unlawful activities, or otherwise misusing or bringing into dispute or disrepute the Freedom Telecare Marks, names or logos or Freedom Telecare products or services.
7.ADVERTISING AND MARKETING GUIDELINES.
AUTHORIZED PARTNER must adhere to Trademark Usage Guidelines set forth above, in addition to the current published Advertising and Marketing Guidelines as referenced in the Member Guide.
- AUTHORIZED PARTNER in Good Standing. AUTHORIZED PARTNER shall at all times during the term of the Agreement meet the criteria listed in the Agreement or be subject to removal from the program upon sole discretion of Freedom Telecare:
- Freedom Telecare may from time to time provide you with confidential information including, but not limited to, the Member Guide. You acknowledge that such confidential information is the property and a confidential trade secret of Freedom Telecare. You shall not reveal, disclose or distribute such confidential information in any form to employees, except on a need to know basis, nor to any third party, except to the extent specifically permitted by Freedom Telecare. You agree to take all reasonable precautions to prevent unauthorized disclosure and use of such confidential information. This obligation of confidentiality does not apply to information which is (a) rightfully in the public domain other than by a breach of a duty to Freedom Telecare; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to you without any limitation on use or disclosure prior to its receipt from Freedom Telecare; (d) independently developed by you; or (e) generally made available to third parties by Freedom Telecare without restriction on disclosure. You may not disassemble, reverse-engineer, or decompile any software that is provided to you by Freedom Telecare. AUTHORIZED PARTNER agrees to return to Freedom Telecare immediately upon Freedom Telecare’s written request any confidential information AUTHORIZED PARTNER has received in writing or other tangible form. AUTHORIZED PARTNER acknowledges that the unauthorized disclosure or use of Freedom Telecare confidential information will cause irreparable harm to Freedom Telecare, and that accordingly, AUTHORIZED PARTNER agrees that Freedom Telecare will have the right to seek and obtain injunctive relief in addition to any other rights and remedies to prevent any such unauthorized use or disclosure.
- AUTHORIZED PARTNER may not sell, transfer or assign this Agreement, in whole or in part, or any of the rights hereunder, unless AUTHORIZED PARTNER obtains the prior written consent of Freedom Telecare.
- Unless otherwise stated, all notices required under this Agreement shall be in writing and shall be considered given (i) immediately, when sent by email, or (ii) upon delivery when sent certified mail, return receipt requested, or via a commercial overnight carrier, fees prepaid. All communications to Freedom Telecare must be sent to the persons and addresses specified immediately below (unless changed by notice as provided hereunder): To Freedom Telecare: Freedom Telecare Inc. Attn: Timesheet Mobile Partners [PO Box 1562, Westborough, MA 01581] .
- The provisions of this Agreement which, by their terms, require or contemplate performance by the parties after expiration or termination, or which reasonably ought to be understood to so require or contemplate, shall be enforceable notwithstanding any expiration or termination.
- Entire Agreement. This Agreement constitutes the entire agreement between AUTHORIZED PARTNER and Freedom Telecare with regard to the subject matter hereof. The terms and conditions of this Agreement shall supersede any previous agreements between the parties with respect to the subject matter hereof, and any terms and conditions printed or written on any purchase order issued by AUTHORIZED PARTNER.
- Non-Waiver. No waiver of any condition or covenant contained in this Agreement or failure to exercise a right or remedy of Freedom Telecare or AUTHORIZED PARTNER shall imply or constitute a waiver by the waiving party of the same or any other condition, covenant, right or remedy contained herein.
- If a court of competent jurisdiction declares any provision of this Agreement invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
- Governing Law and Jurisdiction. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of Massachusetts, with the exception of its choice or conflicts of law provisions. Both parties agree to submit to the exclusive jurisdiction of the courts located in the State of Massachusetts, County of Worcester.
- Independent Relationship. Nothing contained herein shall be deemed or construed as creating a joint venture or partnership between Freedom Telecare and AUTHORIZED PARTNER. Neither Freedom Telecare nor AUTHORIZED PARTNER is authorized, by virtue of this Agreement, as an agent or other representative of the other, or to make any commitments or representations of any kind on behalf of the other.
- No Endorsement. AUTHORIZED PARTNER acknowledges that Freedom Telecare makes no claim on AUTHORIZED PARTNER’s behalf as to the quality of the products or services AUTHORIZED PARTNER offers.
- Force Majeure. Neither party hereto shall be liable for the failure to perform any of its obligations under this Agreement, with the exception of AUTHORIZED PARTNER’s payment obligations, if such failure is caused by the occurrence of any event beyond the reasonable control of such party, including without limitation fire, flood, strikes and other industrial disturbances, failure of transport, accidents, wars, riots, insurrections, or acts of God.
- Compliance with Laws. AUTHORIZED PARTNER agrees, represents, and warrants that it and its agents, subcontractors, and employees shall comply with all applicable federal, state, county, and local laws, ordinances, regulations and codes in the performance of the Agreement, including the procurement of permits and certificates and the submission of reports and filings. AUTHORIZED PARTNER also agrees to indemnify and hold harmless Freedom Telecare from and against all claims that may be sustained by Freedom Telecare from AUTHORIZED PARTNER’s failure to comply with such laws, ordinances, and the like.
- Review by Legal Counsel. Each party has had the opportunity to review this Agreement with the assistance of legal counsel. Any rule of construction construed the Agreement against the drafting party shall not apply.
- No Export. AUTHORIZED PARTNER shall not export directly or indirectly any Freedom Telecare Product outside the United States.