Partner Terms

These Partner Terms apply to each Order Form between Phonely, Inc. ("Phonely") and a partner ("Partner") that incorporates them. They supplement Phonely's General Terms and Conditions in the version incorporated in that Order Form (the "General Terms"). Phonely is the "Provider" and Partner is the "Customer" under the General Terms. Section 15.1 of the General Terms governs revisions to these Partner Terms as if they were the General Terms.

1. Partner program

1.1 Appointment. Phonely appoints Partner, on a non-exclusive basis, to provide the Cloud Service to Partner Clients during the Term, on its own or as part of Partner's services. This right applies notwithstanding Sections 1.1 and 2.1(b) of the General Terms. Partner sets its own prices and terms for Partner Clients.

1.2 Partner Clients. Partner is responsible for its contracts with Partner Clients and for their billing, implementation, onboarding, and ongoing customer success and support. Partner is responsible for all use of the Cloud Service through Partner, including by each Partner Client, as if that use were Partner's own. Phonely may exercise its rights under Section 2.2 of the General Terms as to an individual Partner Client. Partner Clients are not third-party beneficiaries of this Agreement.

1.3 Representations. Partner will not make any representation, warranty, or commitment about the Cloud Service beyond the Documentation.

2. Fees

2.1 Tiers. Partner assigns each Partner Client a Tier before providing it access to the Cloud Service, so different Partner Clients may use different Tiers. Partner may change a Partner Client's Tier by email to Phonely, effective from the start of the next calendar month. The features and per-minute price of each Tier are set out in the Order Form.

2.2 Commitment Levels. Partner may use the Cloud Service on a pay-as-you-go basis or select a Monthly Commitment in the Order Form. A Monthly Commitment is a commitment to spend that amount on the Cloud Service in each month of the Term. The "Annual Commitment" for each Contract Year is twelve (12) times the Monthly Commitment. The Commitment Level applies to Partner's entire account, across all Partner Clients. The per-minute price for each Tier at Partner's Commitment Level is the "Partner Rate" for that Tier. Partner may move to a higher Commitment Level at any time by signing a new Order Form. The Commitment Level renews at the same level unless the parties sign a new Order Form.

2.3 Pooled usage, rollover, and no overages. If Partner has an Annual Commitment, all usage-based Fees, including Professional Services, count toward it, pooled across Partner and all Partner Clients. Unused Annual Commitment rolls over to the next Contract Year each time this Agreement renews, and expires when this Agreement expires or terminates. Once the Annual Commitment and any rolled-over amount are used, Phonely bills further usage at the same Partner Rates and usage rates, with no overage rate.

2.4 Invoicing. Phonely invoices the Onboarding Fee on the Effective Date and, if Partner has a Monthly Commitment, that amount monthly in advance. Phonely invoices all other usage monthly in arrears under Section 4.2 of the General Terms. Partner's payment obligations do not depend on its collections from Partner Clients.

2.5 Professional Services. Phonely provides Professional Services only case by case, on terms agreed in writing.

2.6 Renewal pricing. Fees may increase by up to 5.0% upon each annual renewal.

2.7 Onboarding Fee. The Onboarding Fee covers Phonely's partner training and onboarding, which begins once Phonely receives payment. The Onboarding Fee is non-refundable. Phonely credits it against Fees invoiced after the Effective Date, including Monthly Commitment invoices, until fully applied. Any unused credit expires six (6) months after the Effective Date, or on expiration or termination of this Agreement if earlier.

3. Client registration

3.1 Registration. Partner will register each client with Phonely before providing it access to the Cloud Service, and may register a prospective client earlier to protect the opportunity. Registrations and Phonely's responses may be sent by email. If more than one partner registers the same client, the first registration Phonely receives controls.

3.2 Phonely prior relationships. Within ten (10) business days after receiving a registration, Phonely may claim the client if Phonely has a Prior Relationship with it. A "Prior Relationship" exists if, within the twelve (12) months before the registration, the client was a Phonely customer or had documented engagement with Phonely, such as a meeting, demo, proposal, pilot, or open sales opportunity. On request, Phonely will provide reasonable supporting detail. Phonely accepts any registration it does not claim within that period.

3.3 Expiration. An accepted registration lapses if the client does not begin using the Cloud Service through Partner within six (6) months after acceptance, or later stops receiving the Cloud Service through Partner. A Phonely claim lapses if the client is not a Phonely customer six (6) months after the claim, and Partner may then register the client again.

4. Non-solicitation

4.1 By Phonely. During the Term, Phonely will not knowingly solicit any Partner Client to buy the Cloud Service directly from Phonely. This does not restrict general marketing not targeted at Partner Clients, communications in the ordinary course of providing the Cloud Service, or Phonely's response to a Partner Client that contacts Phonely on its own initiative, in which case Phonely will notify Partner.

4.2 By Partner. During the Term, Partner will not knowingly solicit any customer that buys the Cloud Service directly from Phonely to move that business to Partner.

5. Protection of Phonely IP

5.1 Phonely Materials. "Phonely Materials" means the agent templates, prompts, workflows, configurations, playbooks, and other materials that Phonely provides or develops under this Agreement, including through Professional Services, and all improvements to them, excluding Customer Content. Phonely Materials are part of the Product under the General Terms, and Phonely owns them. Partner may use and adapt Phonely Materials within the Cloud Service to serve Partner Clients.

5.2 No reconstruction. Partner will not, and will not permit any Partner Client or other third party to, use the Product or any outputs or other data generated through the Cloud Service to replicate or reconstruct any part of the Product, or to build, train, or improve any product, service, or AI model that competes with the Cloud Service. This Section 5.2 is a restriction under Section 2.1 of the General Terms.

6. Brand and marketing

During the Term, each party may identify the other as a partner in its marketing, and Partner may use Phonely's name and logo for that purpose under any brand guidelines Phonely provides. Press releases about the partnership require both parties' prior written approval. Partner will not represent that it owns or developed the Cloud Service.

7. Partner indemnity

Customer Covered Claims under the General Terms also include any claim (a) by a Partner Client, or arising from Partner's agreements with or services to Partner Clients, except to the extent caused by Phonely's breach of this Agreement; or (b) arising from any representation or commitment by Partner about the Cloud Service beyond the Documentation.

8. Term and termination

8.1 Change of control. Phonely may terminate this Agreement on notice if a competitor of Phonely acquires control of Partner.

8.2 Effect of termination. On expiration or termination of this Agreement, (a) Partner may not onboard new clients, and its rights under Section 6 end; (b) if Phonely terminates for Partner's breach, the unpaid balance of any Annual Commitment for the current Contract Year becomes immediately due; and (c) unless Phonely terminated for Partner's breach, and notwithstanding Section 6.5(a) of the General Terms, Partner may continue serving existing Partner Clients under this Agreement for up to sixty (60) days at the applicable Partner Rates, billed monthly in arrears, solely to transition them.

8.3 Survival. Sections 2 (as to amounts owed), 5, 7, 8.2, and 9 survive expiration or termination of this Agreement.

9. General

9.1 Relationship. "Partner" is a commercial label only. This Agreement creates no partnership, joint venture, agency, or franchise.

9.2 Confidentiality. The terms of this Agreement, including pricing, are Confidential Information of both parties.

9.3 Definitions. Capitalized terms not defined in these Partner Terms have the meanings given in the Order Form or the General Terms. "Commitment Level" means the option Partner selects in the Order Form: pay-as-you-go or one of the Monthly Commitment levels. "Contract Year" means each twelve (12) month period starting on the Effective Date or an anniversary of it. "Partner Client" means a client whose registration Phonely has accepted under Section 3, until that registration lapses. "Tier" means a pricing tier assigned to a Partner Client, with the features and per-minute price set out in the Order Form.