Affiliate Terms & Condition

1. Introduction

Welcome to the Texas Management Group, LLC (TMG) TMGVoice Affiliate Program (the “Program”). This Program is designed to provide our affiliates (referred to as “Affiliates” or “You”) with the opportunity to earn commissions by promoting and selling our premier Voice over Internet Protocol (VoIP) services, branded as TMGVoice, to potential customers. By participating in the Program, Affiliates agree to use their best efforts to market TMGVoice, thereby contributing to expanding our customer base while earning rewards for their successful marketing efforts.

This document outlines the Terms and Conditions (the “Terms”) governing your participation in the Program. It is intended to ensure a clear understanding of the rights and obligations of TMG and its Affiliates.

Definitions:

“Affiliate” refers to an individual or entity that has agreed to participate in the Program to promote TMGVoice by these Terms.

“TMGVoice” is the product name of the VoIP services offered by TMG, intended for use by customers for various communication needs.

“TMG” refers to Texas Management Group, LLC, a company incorporated under the laws of Wyoming that owns and operates the TMGVoice product line.

“VoIP Services” refer to the voice-over-internet protocol services provided under the TMGVoice brand, enabling users to make voice calls over the internet.

“Commission” means the monetary compensation earned by an Affiliate for successful referrals that lead to the sale of TMGVoice services, as further detailed in these Terms.

Program Overview:

The TMGVoice Affiliate Program offers a rewarding opportunity for Affiliates to earn commissions by promoting TMGVoice services through various marketing channels. Affiliates will be provided with promotional materials and unique referral links to track their referrals’ activities and sales. The Program is structured to support and reward our Affiliates’ success while fostering a long-term partnership.

Purpose:

These Terms aim to set forth the comprehensive guidelines and conditions under which Affiliates operate when promoting TMGVoice. We aim to ensure that the Program runs smoothly, with a high standard of integrity and compliance, benefiting both TMG and its valued Affiliates.

By participating in the Program, you acknowledge that you have read, understood, and agreed to be bound by these Terms. It is important that you review these Terms carefully before commencing your affiliate activities. TMG reserves the right to update or modify these Terms at any time without prior notice, and such changes will be effective immediately upon posting the updated Terms on our website. Your continued participation in the Program following any such changes constitutes your acceptance of the new Terms.

We appreciate your interest in joining the TMGVoice Affiliate Program and look forward to a successful partnership. Our goal is to provide a robust platform that supports your marketing efforts and contributes to a mutually beneficial relationship through the growth and success of TMGVoice.

2. Enrollment in the Affiliate Program

The TMGVoice Affiliate Program is designed to establish a productive partnership between Texas Management Group, LLC (TMG) and individuals or entities (referred to as “Affiliates”) who wish to promote and sell TMGVoice VoIP services. Enrollment in the Program is the first step toward becoming an affiliate. This section outlines the process, criteria, and requirements for enrollment.

Eligibility Criteria:

To be eligible for participation in the TMGVoice Affiliate Program, applicants must:

Be at least 18 years of age or legal age in their jurisdiction of residence.
Have a valid and active website, blog, or social media platform with content relevant to TMGVoice services or technology in general.
Agree to comply with all terms and conditions outlined in this document and any applicable laws and regulations.
Complete the application process by providing accurate and truthful information about themselves and their promotional strategies.
TMG reserves the right to reject any application for any reason at its sole discretion, including but not limited to concerns regarding content appropriateness, the potential affiliate’s marketing practices, or compatibility with TMG’s values and objectives.

Application Process:

To apply for the TMGVoice Affiliate Program, follow these steps:

Submission of Application: Complete the online application form available on the TMGVoice website. You will need to provide personal or business information, details about your marketing platforms, and your proposed strategies for promoting TMGVoice.
Review by TMG: Upon submission, your application will be reviewed by TMG. This process may include an evaluation of your marketing platforms and methods to ensure they align with TMG’s brand values and marketing policies.
Notification of Acceptance: If your application is approved, you will receive a notification email from TMG outlining the next steps, including how to access your affiliate dashboard, marketing materials, and unique affiliate links.

Required Information:

Applicants must provide the following information during the application process:

Contact information, including name, email address, and phone number.

A brief description of your marketing platforms or channels, including URLs.

Your planned promotional methods and strategies for TMGVoice.

Any other information requested by TMG to assess your suitability for the Program.

Approval Process:

The approval process involves the following steps:

Evaluation: TMG will evaluate your application based on the provided information, the relevance and quality of your marketing platforms, and the compatibility of your marketing strategies with TMG’s objectives.
Decision: TMG aims to complete the review of applications within a reasonable timeframe. Applicants will be notified of the decision via email.
Onboarding: Approved applicants will receive an onboarding package via email, including access to the affiliate dashboard, promotional materials, and detailed instructions on how to get started.

Criteria for Approval:

The criteria for approval include, but are not limited to:

Quality and relevance of the applicant’s marketing platforms.

Alignment of promotional methods with TMG’s marketing ethics and standards.

Potential for generating successful referrals.

Compliance with legal and regulatory requirements.

TMG is committed to fostering a transparent, ethical, and mutually beneficial relationship with its affiliates. By applying for and participating in the TMGVoice Affiliate Program, you agree to uphold the highest standards of professionalism and integrity in promoting TMGVoice services.

3. Affiliate Obligations

Participation in the Texas Management Group, LLC (TMG) TMGVoice Affiliate Program requires affiliates to adhere to certain obligations and standards of conduct. These obligations ensure that TMG and its affiliates operate within a integrity, compliance, and mutual respect framework. The following sections detail the specific obligations that affiliates must fulfill as part of their participation in the program.

Compliance with Laws and Regulations

Affiliates must comply with all applicable laws, statutes, ordinances, and regulations pertaining to their affiliate activities. This includes, but is not limited to, laws relating to advertising, telecommunications, privacy, and data protection.

Ensure all promotional materials and activities are truthful, not misleading, and fully compliant with Federal Trade Commission guidelines regarding advertising, endorsements, and testimonials.

Adherence to TMG Brand Guidelines

Use of TMG and TMGVoice trademarks, logos, and marketing materials must strictly follow the brand guidelines provided by TMG. Affiliates are prohibited from altering or modifying any marketing materials TMG provides without prior written consent.

Affiliates must ensure that their use of TMG’s brand assets does not imply a direct endorsement or partnership beyond the scope of the affiliate program.

Prohibited Activities

Engaging in spamming, unsolicited communications, or distributing malware or harmful software is strictly prohibited.

Affiliates may not use deceptive or misleading practices, including but not limited to presenting themselves as TMG or misrepresenting their relationship with TMG.

Pay-per-click advertising and search engine marketing that bid on TMG’s trademarks or mislead potential customers are not allowed without prior approval from TMG.

Affiliates must not engage in any activity that could be deemed damaging to TMG’s reputation or the TMGVoice brand.

Maintenance of Confidentiality

Affiliates are required to maintain the confidentiality of the affiliate program’s terms and conditions and any proprietary or confidential information shared by TMG during their participation in the program.

Customer information obtained through the affiliate program must be protected with the utmost care. It must not be disclosed or used for any purpose other than promoting TMGVoice services by these terms.

Accurate Representation of TMGVoice Services

Affiliates must ensure that all representations and descriptions of TMGVoice services are accurate and current. Misrepresentation of TMGVoice services, prices, capabilities, or terms of service is strictly prohibited.

Affiliates are encouraged to stay informed about TMGVoice features, benefits, and service updates to ensure their promotions are accurate and relevant.

Reporting and Transparency

Affiliates must provide accurate and transparent reporting of their marketing activities, including traffic sources, promotional methods, and performance metrics if TMG requests.

Affiliates must disclose their affiliate status in promotions and communications in compliance with legal requirements and industry best practices.

Compliance Monitoring

TMG reserves the right to monitor affiliate activities to ensure compliance with these obligations. Affiliates found to violate these terms may face corrective actions, including termination of the affiliate agreement and forfeiture of commissions.

By accepting these terms and participating in the TMGVoice Affiliate Program, affiliates agree to uphold these obligations and conduct their affiliate activities in a manner that reflects positively on themselves and TMG. TMG is committed to supporting its affiliates in their promotional efforts and expects all affiliates to act with integrity and professionalism.

4. TMG Obligations

As part of the Texas Management Group, LLC (TMG) TMGVoice Affiliate Program, TMG commits to supporting its affiliates through various means to ensure the mutual success of both parties. Below are the detailed obligations TMG undertakes to fulfill as part of its commitment to the program’s affiliates.

Provision of Affiliate Marketing Materials

TMG will provide affiliates with a wide range of marketing materials, including banners, graphics, text links, and promotional content, to assist in promoting TMGVoice services.

These materials will be made available through the affiliate dashboard, and TMG will regularly update them to reflect any changes in offerings or marketing strategies.

Transparency Regarding Affiliate Program Changes

TMG commits to maintaining open and transparent communication with its affiliates regarding any changes to the affiliate program, including but not limited to changes in commission structures, program policies, or TMGVoice service offerings.

Such changes will be communicated to affiliates through email notifications or updates posted on the affiliate dashboard at least 30 days in advance, whenever possible.

Support and Communication Channels for Affiliates

TMG will provide dedicated support to affiliates through various channels, including email, telephone, and a dedicated section in the affiliate dashboard, to address any questions, concerns, or feedback.

TMG will endeavor to respond to affiliate inquiries and support requests in a timely and helpful manner, typically within 48 hours during business days.

Accurate Tracking and Reporting

TMG will ensure the provision of accurate tracking of referrals, sales, and commissions through the affiliate dashboard, enabling affiliates to monitor their performance and earnings in real time.

TMG commits to regularly maintaining and updating the tracking system to ensure its accuracy and reliability.

Fair and Timely Commission Payments

TMG will process commission payments to affiliates according to the agreed-upon schedule and terms outlined in the affiliate program. Payments will be made through the methods specified in the program, such as direct deposit, PayPal, or check.

TMG will provide clear and detailed reports of commission calculations, ensuring transparency and accuracy in affiliate earnings.

Confidentiality and Privacy

TMG will respect the confidentiality and privacy of affiliate information, adhering to all applicable laws and regulations regarding data protection and privacy.

Any affiliate information collected will be used solely to administer the affiliate program and will not be disclosed to third parties without the affiliate’s consent, except as required by law.

Regular Updates and Feedback

TMG will provide regular updates to affiliates regarding TMGVoice services, including new features, improvements, and any other information that may benefit the promotion of TMGVoice.

TMG welcomes feedback from affiliates and is committed to considering affiliate suggestions for improving the program or TMGVoice services.

TMG aims to foster a productive, transparent, and mutually beneficial relationship with its affiliates by fulfilling these obligations. TMG recognizes the vital role that affiliates play in the promotion and success of TMGVoice services and is committed to supporting their efforts through the TMGVoice Affiliate Program.

5. Compensation and Payment

The TMGVoice Affiliate Program is designed to reward affiliates for promoting and selling TMGVoice services, a premier VoIP solution offered by Texas Management Group, LLC (TMG). This section outlines the compensation structure, payment schedule, conditions for earning commission, handling of chargebacks or refunds, and tax obligations associated with the program.

Structure of Commissions

Commission Rates: Affiliates will earn a commission based on a percentage of the sales revenue generated from new customers they refer to TMGVoice. The affiliate dashboard will detail the commission rate, which may vary depending on the product or service sold and any promotional campaigns.

Tiered Commissions: TMG may offer tiered commission rates based on performance metrics such as the number of sales or revenue the affiliate generates. Higher tiers with enhanced commission rates may be available to high-performing affiliates as an incentive.

Special Promotions: From time to time, TMG may offer special promotions or incentives that allow affiliates to earn additional commissions or bonuses.

Payment Schedule

Payment Frequency: Commissions are paid monthly. The specific payment date will be communicated to affiliates through the affiliate dashboard and may be subject to change with notice from TMG.

Payment Threshold: A minimum payment threshold will be set, requiring affiliates to accumulate a certain amount of commission before a payment is issued. This threshold is in place to minimize transaction costs and will be clearly stated in the affiliate program terms.

Payment Methods: TMG will offer several payment methods, including direct deposit, PayPal, or check. Affiliates can select their preferred payment method in the affiliate dashboard.

Conditions for Earning Commission

Eligible Sales: Commissions will be earned on sales to new customers who purchase TMGVoice services through the affiliate’s unique referral link. If specified in the program terms, recurring payments from existing customers may also be eligible for commission.

Referral Tracking: Sales are tracked using cookies and the affiliate’s unique referral link. The affiliate must ensure their referral links are correctly formatted and used in their promotions.

Commission Approval: Commissions are subject to approval and validation by TMG to ensure the sale complies with program terms and conditions. This may include verifying that the sale was not canceled, refunded, or subjected to a chargeback

Handling of Chargebacks or Refunds

Adjustments: Commissions on sales that are later refunded or charged back will be deducted from the affiliate’s future payments. TMG will provide detailed reporting on any such adjustments through the affiliate dashboard.

Dispute Resolution: In cases of disputed sales or commissions, TMG will work with the affiliate to resolve the issue fairly and promptly.

Tax Obligations

Affiliate Responsibility: Affiliates are responsible for any taxes due on the commissions they earn. TMG will not withhold taxes from commission payments.

Reporting Requirements: Depending on the jurisdiction and the amount earned, affiliates may be required to submit tax forms or information to TMG for reporting purposes. Affiliates should consult with a tax professional to understand their tax obligations.

By participating in the TMGVoice Affiliate Program, affiliates agree to the compensation and payment terms outlined above. TMG is committed to ensuring a transparent and fair compensation structure that rewards affiliates for their valuable contributions to the success of TMGVoice services.

6. Term and Termination

The partnership between affiliates and Texas Management Group, LLC (TMG) for the promotion of TMGVoice services is governed by a set of terms that define the duration of the agreement and the conditions under which it may be terminated. This section outlines the terms of the affiliate agreement, conditions for renewal, grounds for termination, and the consequences of such termination.

Duration of the Agreement

Initial Term: The affiliate agreement commences upon the affiliate’s acceptance into the TMGVoice Affiliate Program and will continue for an initial term as specified in the agreement (typically one year). The exact commencement date will be recorded in the affiliate dashboard upon acceptance.

Automatic Renewal: Unless either party provides notice of non-renewal at least 60 days before the end of the current term, the agreement will automatically renew for successive terms of equal length to the initial term.

Conditions for Renewal

Performance Review: Before renewal, TMG may conduct a performance review of the affiliate’s activities to ensure compliance with the terms and conditions of the program and to evaluate the affiliate’s overall contribution to the TMGVoice Affiliate Program.

Mutual Agreement: Renewal is contingent upon mutual agreement between TMG and the affiliate, where both parties agree to continue the partnership under the affiliate program’s terms or as may be modified for the new term.

Grounds for Termination

Either party may terminate the affiliate agreement under the following conditions:

Breach of Agreement: If either party breaches any term or condition of the affiliate agreement and fails to remedy such breach within a specified period after receiving written notice of the breach.

Violation of Policies: If the affiliate engages in conduct detrimental to TMG’s reputation or violates legal or regulatory requirements.

Underperformance: TMG reserves the right to terminate the agreement if the affiliate consistently fails to meet minimum performance standards outlined in the program terms.

Mutual Consent: TMG and the affiliate may agree to terminate the agreement at any time based on mutual consent.

Consequences of Termination

Final Commission Payments: Upon termination, the affiliate will be eligible to receive any unpaid commissions earned before the termination date, subject to the affiliate program’s terms. Any pending commissions for sales that have not yet been finalized or are subject to refund or chargeback may be withheld or adjusted.

Discontinuation of Use of Materials: Affiliates must cease using TMG’s trademarks, marketing materials, and any other proprietary information upon termination. All materials provided by TMG must be deleted or returned as requested.

Settlement of Disputes: Any disputes arising from the termination of the agreement will be resolved by the dispute resolution procedures outlined in the affiliate program terms.

Obligations Post Termination

Following termination, certain obligations may continue to bind the parties, including confidentiality provisions, settlement of accounts, and any other obligations that are intended to survive termination of the agreement.

By participating in the TMGVoice Affiliate Program, affiliates agree to the terms and conditions related to the terms and termination of the agreement. TMG is committed to fair and transparent practices in managing its affiliate relationships and will communicate clearly and promptly with affiliates regarding any issues leading to potential termination or the renewal process.

7. Intellectual Property Rights

The TMGVoice Affiliate Program, operated by Texas Management Group, LLC (TMG), involves using and promoting TMG’s proprietary intellectual property, including trademarks, service marks, trade names, and copyrighted materials associated with TMGVoice services. This section outlines the rights, licenses, and restrictions related to intellectual property within the context of the affiliate partnership.

License to Use TMG Trademarks and Copyrights

Grant of License: TMG grants affiliates a nonexclusive, nontransferable, revocable license to use and display TMG’s trademarks, service marks, trade names, and copyrighted materials (collectively, “TMG Intellectual Property”) solely to promote TMGVoice services within the guidelines provided by TMG.

Scope of Use: The license allows affiliates to use TMG Intellectual Property in their marketing materials, websites, social media, and other promotional channels approved by TMG. Affiliates must ensure their use of TMG Intellectual Property is professional, compliant with TMG’s brand guidelines, and does not mislead consumers regarding their relationship with TMG.

Brand Guidelines: TMG will provide affiliates with brand guidelines specifying how TMG Intellectual Property can be used, including logo usage, color schemes, font requirements, and other branding elements. Affiliates must adhere strictly to these guidelines to maintain brand consistency and integrity.

Restrictions on the Use of TMG Intellectual Property

Modification and Approval: Affiliates may not modify or change TMG Intellectual Property without TMG’s prior written consent. Any customized promotional materials created by affiliates incorporating TMG Intellectual Property must be submitted to TMG for approval before use.

Prohibited Uses: Affiliates are prohibited from using TMG Intellectual Property in a manner that is derogatory, defamatory, infringing on third party rights, or in any way that diminishes or otherwise damages TMG’s goodwill. This includes avoiding use in connection with any content or activity that is illegal, obscene, or morally objectionable.

Termination of License: Upon termination of the affiliate agreement, whether by expiration or otherwise, the license to use TMG Intellectual Property will immediately terminate. Affiliates must cease all use of TMG Intellectual Property and remove all such references from their promotional materials, websites, and other channels.

Ownership of Materials Created by Affiliates

Affiliate Created Content: Affiliates may create marketing content, including reviews, blog posts, and videos, to promote TMGVoice services. While affiliates retain ownership of such content by participating in the affiliate program, affiliates grant TMG a royalty-free, perpetual, irrevocable license to use, reproduce, modify, publish, distribute, and display such content in connection with the promotion of TMGVoice services.

Feedback and Suggestions: Any feedback, suggestions, or ideas provided by affiliates to TMG regarding the improvement of the TMGVoice services or the affiliate program may be used by TMG without any obligation to compensate the affiliate. TMG appreciates such contributions and aims to use them to enhance the program and services offered.

Protection and Enforcement of Intellectual Property Rights

Vigilance: TMG actively monitors the use of its Intellectual Property and takes steps to protect its rights against infringement or unauthorized use. Affiliates are encouraged to report any suspected infringement or misuse of TMG Intellectual Property.

Cooperation in Protection: Affiliates agree to cooperate with TMG in any action taken by TMG to protect its Intellectual Property rights, including providing information and assistance as reasonably requested by TMG.

By adhering to these intellectual property rights and restrictions, affiliates contribute to the preservation of TMG’s brand integrity and the overall success of the TMGVoice Affiliate Program. TMG is committed to supporting its affiliates in their promotional efforts while ensuring that its Intellectual Property is used appropriately and effectively.

8. Representation and Warranties

In the context of the TMGVoice Affiliate Program operated by Texas Management Group, LLC (TMG), both TMG and its affiliates enter into an agreement based on mutual representations and warranties. These are formal statements and assurances that certain conditions are true and will be upheld. This section outlines the key representations and warranties associated with the affiliate program, ensuring a clear understanding of the expectations and responsibilities of both parties.

Affiliate Representations and Warranties

Authority: Affiliates represent and warrant that they have the legal authority to enter into the affiliate agreement and to perform their obligations under these Terms and Conditions. This includes being of legal age to form a binding contract and not being barred from receiving services under the laws of the United States or other applicable jurisdictions.

Compliance with Laws: Affiliates warrant that their participation in the affiliate program, including all affiliate marketing activities and business practices, will comply with all applicable federal, state, and local laws, regulations, and guidelines. This includes, but is not limited to, regulations related to advertising, privacy, and antispam laws.

Non-Infringement: Affiliates guarantee that their promotional methods, materials, and content do not infringe on the intellectual property rights, privacy rights, or other legal rights of any third party. Affiliates also warrant that they will not use TMG Intellectual Property in a way that infringes upon or violates the rights of TMG or any third party.

Accuracy of Information: Affiliates assure that all information provided to TMG during the application process and throughout the affiliate program is true, accurate, and complete. This includes, but is not limited to, information related to their identity, contact details, and promotional channels.

TMG Representations and Warranties

Provision of Services: TMG represents and warrants that it will provide TMGVoice services that are professionally consistent with industry standards. TMG assures it will make reasonable efforts to ensure its services are available and operational for customers referred by affiliates.

Compliance with Laws: TMG warrants that it will comply with all applicable laws, regulations, and guidelines in the provision of TMGVoice services and the operation of the affiliate program.

Ownership and Rights: TMG guarantees that it has the right to grant affiliates the use of TMG Intellectual Property as outlined in these Terms and Conditions and that such use does not and will not infringe upon the rights of any third party.

Mutual Representations and Warranties

No Conflict: Both parties warrant that their participation in the affiliate program does not conflict with any other agreement, obligation, or arrangement to which they are bound.

Confidentiality: Both TMG and affiliates agree to maintain the confidentiality of information shared during the affiliate program, as outlined in the confidentiality provisions of these Terms and Conditions.

Disclaimer of Additional Warranties

TMG disclaims any additional warranties not explicitly stated in these Terms and Conditions, including implied warranties of merchantability, fitness for a particular purpose, and noninfringement. Affiliates acknowledge that they have entered this agreement relying solely on the representations and warranties expressly provided herein.

By agreeing to these Terms and Conditions, TMG and affiliates affirm their commitment to uphold these representations and warranties throughout their participation in the TMGVoice Affiliate Program. This mutual understanding is essential for maintaining the affiliate partnership’s integrity, legality, and success.

9. Limitation of Liability

It’s the context of the TMGVoice Affiliate Program operated by Texas Management Group, LLC (TMG), it’s crucial to establish clear boundaries regarding the extent to which TMG and its affiliates can be held liable for various aspects of the program’s operation and the broader use of TMGVoice services. This section outlines the limitations on liability that both TMG and its affiliates agree to as part of their participation in the affiliate program.

TMG's Liability to Affiliates

General Limitation: TMG shall not be liable to affiliates or any third party for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses (even if TMG has been advised of the possibility of such damages), arising out of or in connection with the affiliate program or these Terms and Conditions.

Cap on Liability: Without limiting the generality of the foregoing, TMG’s aggregate liability to any affiliate under any circumstances shall not exceed the total commission fees paid or payable to the affiliate in the six (6) months preceding the date the claim arose.

Exclusions: TMG’s limitation of liability does not apply to any liability that cannot be excluded or limited by law. This includes liability for death or personal injury caused by TMG’s negligence, fraud, or fraudulent misrepresentation.

Affiliate's Liability to TMG

Indemnification: Affiliates agree to indemnify and hold TMG, its officers, directors, employees, and agents harmless from any claims, demands, losses, costs, or expenses (including reasonable attorneys’ fees) made by any third party due to or arising out of the affiliate’s breach of these Terms and Conditions, the affiliate’s use of the program, or the affiliate’s violation of any law or the rights of a third party.

Limitation of Affiliate Liability: Like TMG’s liability, affiliates’ liability to TMG for indirect, incidental, special, consequential, or exemplary damages is also limited, except where such limitations are prohibited by law.

Exceptions and Exclusions

The limitations of liability outlined in this section apply to the fullest extent permitted by law and will apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if TMG or an affiliate has been advised of the possibility of such damage.

Force Majeure

Neither TMG nor affiliates shall be held liable for any failure to perform their obligations under these Terms and Conditions if such failure results from any cause beyond their reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation (including “linenoise” interference). Such circumstances will not be deemed a breach of these Terms and Conditions.

Acknowledgment of Risks

Affiliates acknowledge that there are inherent risks in Internet marketing and the operation of an online affiliate program. By participating in the TMGVoice Affiliate Program, affiliates agree that TMG cannot be held liable for any actions, omissions, or outcomes that may occur as a result of these risks.

This Limitation of Liability is a fundamental element of the basis of the agreement between TMG and each affiliate. TMG could not provide the TMGVoice Affiliate Program on an economically reasonable basis without such limitations. This clause shall survive any termination or expiration of the Terms and Conditions of the TMGVoice Affiliate Program.

10. Indemnification

Indemnification is a crucial component of the terms and conditions governing the TMGVoice Affiliate Program operated by Texas Management Group, LLC (TMG). This provision outlines the obligations of affiliates to compensate TMG for any losses, damages, or expenses arising from their actions or failures to act by the program’s terms. This section provides a comprehensive overview of the indemnification obligations that affiliates agree to by participating in the TMGVoice Affiliate Program.

Affiliate Obligations

Scope of Indemnification: Affiliates agree to indemnify, defend, and hold harmless TMG, its directors, officers, employees, agents, successors and assigns from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney fees and costs, arising out of or in any way connected with:

The affiliate’s breach of any provision of these terms and conditions;

The affiliate’s improper use of the TMGVoice services or its participation in the TMGVoice Affiliate Program;

The affiliate’s violation of any laws or the rights of a third party;

Any express or implied warranty the affiliate makes regarding TMGVoice beyond those made by TMG.

Process for Indemnification

Notification of Claim: TMG will promptly notify the affiliate of any claim subject to indemnification, provided that TMG’s failure to notify the affiliate will not affect the affiliate’s obligations under this section except to the extent that the delay materially prejudices the affiliate’s ability to defend the claim.

Affiliate’s Right to Defend: The affiliate will have the right to defend against any such claim with counsel of its choosing, subject to TMG’s approval of such counsel, which shall not be unreasonably withheld. The affiliate shall not settle any claim in a manner that adversely affects TMG’s rights or interests without TMG’s prior written consent, which shall not be unreasonably withheld.

Cooperation in Defense: TMG agrees to cooperate with the affiliate at the affiliate’s expense in defending any such claim. TMG reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the affiliate. In this event, the affiliate will cooperate with TMG in asserting any available defenses.

Limitations on Indemnification

Conduct Limitations: Indemnification does not extend to liabilities, claims, or expenses attributable to TMG’s negligence, fraud, willful misconduct, or violation of law.

Proportional Liability: To the extent that negligence or fault can be apportioned between the affiliate and TMG, the obligation to indemnify shall be apportioned according to the relative degree of fault.

General Provisions

Survival: The indemnification obligations outlined herein shall survive the termination or expiration of the affiliate’s participation in the TMGVoice Affiliate Program.

Acknowledgment: Affiliates acknowledge that the indemnification obligations are a fundamental part of the terms and conditions of the TMGVoice Affiliate Program, representing a reasonable allocation of risk between the parties.

By agreeing to these terms and conditions, affiliates understand that they are responsible for their actions and omissions in connection with the TMGVoice Affiliate Program and agree to indemnify TMG for any losses, damages, or expenses that arise from their failure to comply with the program’s terms or applicable laws. This indemnification provision ensures that TMG is protected against potential liabilities that may arise from the actions of its affiliates, facilitating a secure and mutually beneficial partnership.

11. Confidentiality

Confidentiality is a cornerstone of trust and integrity in the TMGVoice Affiliate Program operated by Texas Management Group, LLC (TMG). This section outlines the obligations of TMG and its affiliates regarding the use, protection, and disclosure of confidential information acquired during their participation in the affiliate program. The objective is to ensure that sensitive information is not misused or disclosed inappropriately, protecting both parties’ interests and maintaining the program’s integrity.

Definition of Confidential Information

Confidential Information includes but is not limited to, unpublished prices and other terms of service, audit and security reports, product development plans, data, proprietary technology, specifications, trade secrets, personal customer information, and any other information that is communicated in writing, verbally, electronically, or by other means, and is designated as confidential or would naturally be considered confidential under the circumstances.

Obligations of the Parties

Protection and Non-Use: Both TMG and affiliates agree to use the same degree of care to protect the confidentiality of Confidential Information that they use to protect their confidential information of like importance but in no event less than reasonable care. Confidential Information shall be used solely to fulfill their obligations under the TMGVoice Affiliate Program and not for any other purpose.

Non Disclosure: Confidential Information must not be disclosed to any third parties except as mutually agreed in writing or as required by law. In the case of legal or regulatory requirements necessitating disclosure, the disclosing party shall, to the extent legally permissible, provide the other party with timely notice to allow for the opportunity to contest the disclosure or seek confidential treatment of the information.

Employees and Agents: Access to Confidential Information shall be limited to employees, agents, and contractors who need to know such information in connection with their job responsibilities as they relate to the TMGVoice Affiliate Program and who are bound by confidentiality obligations at least as protective as those stated herein.

Exceptions to Confidential Information

General Knowledge: Information shall not be considered Confidential if it is already known to the receiving party at the time of disclosure without an obligation of confidentiality, becomes publicly known through no fault of the receiving party, is received from a third party without breach of any confidentiality obligation, or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

Required Disclosure: If a court or government agency requires an affiliate to disclose Confidential Information, the affiliate agrees to give TMG prompt notice so that TMG may seek a protective order or other appropriate remedy.

Duration of Confidentiality Obligations

Term: The obligations related to confidentiality shall remain in effect for the duration of the affiliate’s participation in the TMGVoice Affiliate Program and three (3) years following the termination or expiration of their participation in the program.

Return or Destruction of Confidential Information

Upon Termination: Upon termination or at the request of TMG, affiliates agree to return or destroy (at TMG’s option) all materials containing Confidential Information that are in their possession or control.

By adhering to these confidentiality provisions, affiliates and TMG protect sensitive information, fostering a secure and trusted environment within the TMGVoice Affiliate Program. This commitment to confidentiality is essential for maintaining the program’s integrity, protecting customer privacy, and safeguarding proprietary and strategic information.

12. Dispute Resolution

In the TMGVoice Affiliate Program operated by Texas Management Group, LLC (TMG), it is recognized that disputes may occasionally arise between TMG and its affiliates. A clear and comprehensive dispute resolution process is established to address such situations effectively and minimize disruption to ongoing business operations. This section outlines the steps and procedures that TMG and affiliates agree to follow in case of a dispute related to the affiliate program or the interpretation of its terms and conditions.

Initial Dispute Resolution

Good Faith Negotiation: Before pursuing any formal dispute resolution proceedings, the parties agree to attempt to resolve any dispute from or related to the affiliate program through good faith negotiations. This involves direct communication between the parties or their designated representatives to discuss the issue and seek a mutually satisfactory resolution.

Written Notice of Dispute: If initial negotiations do not resolve the dispute, the party raising the issue must provide the other party with written notice of the dispute detailing the nature of the dispute, the supporting facts, and the proposed resolution. Upon receipt of the notice, the parties will have 30 days to negotiate further to resolve the dispute.

Mediation

Engagement in Mediation: If the dispute cannot be resolved through negotiation within the specified period, the parties agree to participate in mediation before resorting to arbitration or litigation. Mediation will be conducted by a mutually agreed upon mediator by the rules of an established mediation center if the parties cannot agree on a mediator.

Confidentiality in Mediation: The mediation process shall be confidential, and any statements made or documents produced during mediation that are not otherwise independently discoverable shall not be disclosed to any third party or used in any subsequent legal proceedings

Arbitration

Mandatory Arbitration: If mediation fails to resolve the dispute, the parties agree to submit the dispute to binding arbitration. The arbitration shall be conducted by a single arbitrator, mutually agreed upon by the parties, or appointed by the rules of a recognized arbitration association if the parties cannot agree on an arbitrator.

Arbitration Rules: The arbitration will be conducted by the commercial arbitration rules of the American Arbitration Association, with the location of arbitration to be mutually agreed upon by the parties.

Arbitration Award: The arbitrator’s decision shall be final and binding on the parties, and the award may be entered and enforced in any court of competent jurisdiction.

Governing Law and Jurisdiction

Choice of Law: These Terms and Conditions and any disputes arising out of or related to the TMGVoice Affiliate Program shall be governed by and construed by the state laws of Texas in Harris County, without regard to its conflict of law provisions.

Jurisdiction for Legal Actions: If arbitration is not pursued or enforceable, the parties agree that any legal action or proceeding relating to these Terms and Conditions shall be brought exclusively in the federal or state courts in Harris County, Texas.

General Provisions

Costs of Dispute Resolution: Each party will bear its costs and expenses in connection with the dispute resolution proceedings, although the arbitrator may, at their discretion, order one party to pay all or part of the fees and costs of the arbitration.

Continuation of Performance: The parties agree that, to the extent possible, they will continue to perform their respective obligations under these Terms and Conditions while the dispute is being resolved.

This dispute resolution process is designed to provide a structured and effective means of resolving any disagreements in a manner that is fair, confidential, and conducive to maintaining the business relationship between TMG and its affiliates.

13. Miscellaneous

The Miscellaneous section of the TMGVoice Affiliate Program operated by Texas Management Group, LLC (TMG) encompasses various provisions that do not neatly fall into the other categories outlined in the terms and conditions. These provisions are essential for clarifying and reinforcing the legal and operational framework of the affiliate program. This section addresses assignment, the entirety of the agreement, amendments, and severability, among other provisions, ensuring comprehensive coverage of all aspects of the program.

Assignment

Restriction on Assignment: Affiliates may not assign or transfer any of their rights or obligations under these terms and conditions without the prior written consent of TMG. Any attempted assignment or transfer violating this provision shall be null and void.

TMG’s Right to Assign: TMG may assign its rights and obligations under these terms and conditions to any successor in interest or other entity that assumes TMG’s obligations under the affiliate program upon notice to affiliates.

Entire Agreement

Comprehensiveness: These terms and conditions constitute the entire agreement between TMG and the affiliates regarding the TMGVoice Affiliate Program and supersede all prior agreements and understandings, whether written or oral, relating to the subject matter of these terms and conditions.

No Reliance: Both parties acknowledge that they have not relied on any statement, promise, or representation not expressly outlined in these terms and conditions.

Amendments

Modification Procedure: TMG reserves the right to amend these terms and conditions at any time. Any amendments will be effective immediately upon posting the revised terms and conditions on the TMGVoice website or emailing affiliates. The affiliate’s continued participation in the affiliate program following the amendment’s effective date will constitute acceptance of the revised terms and conditions.

Written Agreement for Other Modifications: Except as expressly provided in these terms and conditions, no modification or amendment of any provision of these terms and conditions shall be effective unless signed by both parties.

Severability

Validity of Remaining Provisions: If any provision of these terms and conditions is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of these terms and conditions will remain in full force and effect.

Waiver

Conditions for Waiver: No waiver by either party of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default. The failure of either party to insist upon strict adherence to any term of these terms and conditions on any occasion shall not be considered a waiver or deprive that party of the right after that to insist upon strict adherence to that term or any other term of these terms and conditions.

Notices

Method and Timing of Notices: All notices, requests, demands, and other communications under these terms and conditions shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given or on the date of electronic mail confirmation if emailed.

Force Majeure

Exemption for Force Majeure Events: Neither party shall be liable to the other for any delay or failure in performing its obligations under these terms and conditions if such delay or failure arises from any cause or causes beyond the reasonable control of such party, including but not limited to acts of God, floods, fires, loss of electricity or other utilities, or delays by regulatory authorities.

This Miscellaneous section ensures that all legal bases are covered, providing a solid foundation for the operational integrity and fairness of the TMGVoice Affiliate Program. It highlights the commitment of TMG and its affiliates to adhere to a set of agreed-upon terms that govern their partnership, ensuring clarity, predictability, and mutual respect.

14. Acceptance of Terms

The Acceptance of Terms section is a critical component of the Texas Management Group, LLC (TMG) TMGVoice Affiliate Program. It outlines how affiliates agree to the program’s terms and conditions, binding them legally to the stipulations outlined in the preceding sections. This final part of the terms and conditions ensures that all affiliates are fully aware of and agree to comply with the rules governing their participation in the program. Here is a detailed explanation of the acceptance process and its implications.

Mechanism for Acceptance

Electronic Signature or Click-Through Agreement: Affiliates indicate their acceptance of these terms and conditions by signing an electronic document that TMG provides or clicking an “Accept” button (or similar mechanism) on the TMGVoice website. This action constitutes a legally binding electronic signature affirming the affiliate’s agreement to adhere to the terms and conditions of the TMGVoice Affiliate Program.

Written Agreement: In some cases, TMG may require a formal written agreement signed by both the affiliate and an authorized representative of TMG. This document will include a copy of these terms and conditions or a reference to where they can be accessed online.

Confirmation of Acceptance

Notification: Upon acceptance, affiliates will receive a confirmation notice, typically via email, which confirms their enrollment in the TMGVoice Affiliate Program and signifies the effective date of their agreement to these terms and conditions.

Access to Affiliate Dashboard: After acceptance, affiliates will be granted access to the TMGVoice affiliate dashboard, where they can find marketing materials, track their performance, and view pertinent program information. This access further solidifies their acceptance and active participation in the program.

Implications of Acceptance

Legal Binding: By accepting these terms and conditions, affiliates enter into a legally binding agreement with TMG. They agree to abide by the rules, policies, and procedures outlined in the document, including any future amendments that TMG may make.

Compliance Obligation: Acceptance obligates affiliates to comply with all applicable laws and regulations in their promotional activities for TMGVoice, ensuring that they operate ethically and legally.

Understanding of Terms: Acceptance signifies that the affiliate has read, understood, and agreed to all terms and conditions. Affiliates acknowledge that they are bound by these terms, including any limitations, obligations, and rights.

Requirement for Continued Compliance

Ongoing Agreement: Accepting these terms and conditions is not a one-time event but an ongoing requirement for participation in the TMGVoice Affiliate Program. Affiliates are expected to remain informed about any changes to the terms and conditions and to adjust their practices accordingly to maintain compliance.

Termination of Participation: Affiliates who no longer wish to be bound by these terms and conditions may terminate their participation in the TMGVoice Affiliate Program by providing written notice to TMG by the termination provisions outlined in these terms and conditions.

The Acceptance of Terms section ensures that all parties involved in the TMGVoice Affiliate Program—both TMG and its affiliates—are fully aware of and agree to the terms governing their partnership. This mutual understanding and agreement are fundamental to the successful operation of the program and the integrity of the relationships formed under it.

This outline should be customized to fit the specific operational, legal, and business needs of Texas Management Group, LLC, and its TMGVoice product, considering any specific regulatory requirements applicable to VoIP services. It is advisable to have the final Terms and Conditions reviewed by a legal professional specializing in affiliate marketing and telecommunications law to ensure comprehensive protection and compliance.