CounterPath Corporation | ITSP Partner Program Info

ITSP Partner Program

CounterPath Corporation, an award-winning provider of desktop and mobile softphone solutions, is looking to partner with leaders in the ITSP community to add account provisioning to our various softphone products. By doing this, customers will have the ability to quickly and easily enter their basic account details and start making calls immediately.

As the first phase of this program, we are looking for partners to test their services specifically with our Bria mobile suite of softphones: Bria Android Edition, Bria iPad Edition and Bria iPhone Edition. Other CounterPath softphones, such as Bria for desktop, will be added to the program soon.

As a part of the program, CounterPath will provide:

A comprehensive testing plan
A CounterPath hosted ITSP Program portal for you to log in and manage your provisioned settings

Benefits once accepted into the program:

Your service settings will be pre-configured with CounterPath’s Bria Android Edition, Bria iPad Edition and Bria iPhone Edition softphones.
You will receive certification from CounterPath that your service is optimized for use with our softphones.
Your company logo will appear on the CounterPath ITSP partner webpage.
Your company logo will appear in the CounterPath mobile softphone Account Page.
You may receive additional revenue opportunities, as subscribers can place calls through your SIP service while on their mobile handsets, enabling you to potentially gain a great new revenue source.

In return, we ask that you test your service with our softphone client and add a link on your website citing that CounterPath’s softphones work with your service. CounterPath can also provide additional marketing collateral if you wish to add more to your site, including sales material, quick start guides and high resolution images.

Join the Program!

To join the ITSP Partner Program, please complete and submit the form below. You will be contacted within 24 – 48 hours with further instructions and information on accessing your account.

ITSP Partner Sign Up Form
Email Address:
Password:
Confirm Password:

Contact Name:
Contact Title:

Company Name:
Service Name:
Service Website Address:
Terms and Conditions ITSP Partner Program Agreement This is a legal agreement between CounterPath Corporation ("CounterPath" or "we") and you as an individual or the entity which you represent. By clicking on the box to sign up for the CounterPath ITSP Partner Program, you are agreeing that you have read and understand the terms and conditions of this agreement, that you agree to be legally responsible for compliance with each and every term and condition, and that you are authorized to bind the entity you represent. By using the CounterPath site, you also agree to be bound by (1) the site's terms of use at www.counterpath.com/terms.html and (2) CounterPath's privacy policy, available at www.counterpath.com/privacy.html. This ITSP Partner Program Agreement ("Agreement") contains the complete terms and conditions that apply to your participating in the CounterPath ITSP Partner Program (the "Program"). The purpose of this Agreement is to allow you to link between a web site owned and controlled by you (the "Affiliate's Web Site" or "your site") and the counterpath.com web site or other web sites operated by CounterPath (the "CounterPath Site"). This Agreement will become effective upon CounterPath's acceptance of your completed ITSP Partner Program Application by sending you an email (the "Effective Date"). CounterPath reserves the right to accept or reject your application in CounterPath's sole discretion. We may reject your application if we determine (in our sole discretion) that your site and/or service is unsuitable for the Program. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement immediately. Defined terms shall have the meaning set forth herein or in Exhibit A below. 1. Linking to the CounterPath Site Links from Affiliate's Web Site. 1. You will design and create the Placements. The Placements, which will be within a frame as part of your site, will link for downloading the Software from CounterPath’s site. 2. You will provide service and support for your products that support the Software. 3. You are solely responsible for the development, operation and maintenance of your site and for all content that appears at such locations. 4. You shall not have any access to any personal information that the users of your site will submit in order to register to the CounterPath's services. To the extent that you do have access to such personal information you shall notify CounterPath immediately and shall treat such personal information as set forth in CounterPath's privacy policy at www.counterpath.com/privacy.html 2. Compliance with Applicable Laws 1. You are solely responsible for the accuracy and appropriateness of all materials posted on Affiliate's Web Site, and for ensuring that your activities, including materials posted on Affiliate's Web Site are not defamatory, in violation of copyright laws or otherwise illegal. You further agree that your activities regarding or relating to CounterPath in any way are in full compliance with all applicable laws in your jurisdiction. You agree to defend, indemnify and hold CounterPath harmless for any violations of the foregoing. 3. Press Releases and Other Publicity 1. You may not create, publish, distribute, or permit any written or electronically transmitted publicity material (including without limitation, advertisements and press releases) that makes reference to CounterPath, or the CounterPath Site without first submitting the material to CounterPath and receiving its consent in writing. You shall not issue any public statement(s) regarding the relationship with CounterPath without the prior written approval of CounterPath. 2. Advertising commonly referred to as "spamming" could damage CounterPath's goodwill. You shall not undertake any spamming referring to the CounterPath Site or other CounterPath Marks. You shall not refer to the CounterPath Site or other CounterPath Marks in any unsolicited commercial email (UCE), postings to newsgroups or in cross-posting to multiple newsgroups at once, without CounterPath's advance written permission, which may be withheld at CounterPath's discretion. In addition, you shall not advertise in any way that effectively conceals or misrepresents your identity, domain name, or return email address. 3. Although CounterPath always requires that its written consent be given for the uses above, CounterPath generally approves mailings so long as the recipient is already a customer or subscriber of your services, and recipients have the option to remove themselves from future mailings. CounterPath generally approves newsgroup postings so long as the news group specifically welcomes commercial messages. In all cases, you must always clearly represent yourself and the Affiliate's Web Site as independent from CounterPath. 4. Modification 1. CounterPath may modify any of the terms and conditions in this Agreement, including terminating this Agreement or the Affiliate Program at any time in its sole discretion. Modifications may include, but are not limited to, changes in the scope and CounterPath's ITSP Partner Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AS SET FORTH BELOW. YOUR CONTINUED PARTICIPATION IN COUNTERPATH'S AFFILIATE PROGRAM FOLLOWING THE POSTING OF THE CHANGE NOTICE OR NEW AGREEMENT ON THE COUNTERPATH SITE WILL CONSTITUTE YOUR AGREEMENT TO THE CHANGES. 5. Term and Termination 1. The term of this Agreement will begin on the Effective Date and will end when terminated by either party. Either CounterPath or you may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from Affiliate's Web Site, all links to the CounterPath Site, and all CounterPath trademarks and logos, other CounterPath Marks and all other materials provided in connection with this Agreement. 6. Grant of Licenses 1. Subject to the terms of this Agreement, CounterPath hereby grants to you, for the duration of the term of this Agreement, a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty free license to use and display CounterPath Marks in your site, solely to refer users to download the Software in connection with the Placements and exclusively for the purpose of promoting the download of the Software via your site. 2. You grant to CounterPath a non-exclusive, non-transferable, revocable right to utilize your name, title, and logo in the advertising, marketing, promoting, and publicizing, in any manner, related to CounterPath's rights under this Agreement. CounterPath is not under any obligation to so advertise, market, promote, or publicize your participation in the ITSP Partner Program. 3. You agree not to use CounterPath's proprietary materials, marks or other intellectual property in any manner that is disparaging or that otherwise portrays CounterPath in a negative light. Each party reserves all of its respective rights in the proprietary materials and intellectual property covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other. 4. Nothing in this Section shall be construed in any manner to affect or modify either party's ownership rights in any preexisting or future works, trademarks, copyrights or technologies developed or created by either party. 5. You will not at any time register or attempt to register any licensed trademarks or any other trademarks claimed or owned by CounterPath, or any word, symbol, or combination thereof that resembles or could be confused with a trademark claimed by CounterPath. 6. All rights conferred on you pursuant to this Section shall terminate upon any expiration or termination of this Agreement. 7. DISCLAIMER 1. COUNTERPATH PROVIDES THE COUNTERPATH SITE AND ALL CONTENT, SOFTWARE, INFORMATION AND SERVICES AVAILABLE THEREIN, "AS IS" AND MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING COUNTERPATH, ITS SOFTWARE OR ANY OF ITS SERVICES. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, COUNTERPATH MAKES NO REPRESENTATION THAT THE OPERATION OF THE COUNTERPATH SITE OR THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, AND COUNTERPATH WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, DOWNTIME OR ERRORS. 8. Representations, Warranties and Covenants 1. You represent, warrant and covenant that 1) you have full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; 2) you have sufficient right, title, and interest in and to the rights granted to CounterPath in this Agreement; 3) the material posted on Affiliate's Web Site does not defame any third party or violate or infringe upon the rights of any third party or any applicable copyright and other laws that pertain to it; 4) you shall not make any representations or warranties regarding the software or services provided by CounterPath; and 5) you shall not make or publicize any statements that are disparaging of CounterPath or that otherwise portray CounterPath in a negative light. 9. LIMITATIONS OF LIABILITY 1. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, COUNTERPATH WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL OR ACTUAL OR ANTICIPATED REVENUE, PROFITS OR LOST BUSINESS), EVEN IF COUNTERPATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL COUNTERPATH'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY) BREACH OF WARRANTY OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE FEES PAYABLE TO YOU UNDER THIS AGREEMENT, IF ANY. 10. Indemnification 1. You agree to defend, indemnify and hold harmless CounterPath and its employees, directors, representatives, agents, and affiliates (collectively, "Indemnified Parties"), against any and all claims, suits, actions, or other proceedings brought against CounterPath based on or arising from any claim resulting from your breach of the warranties and covenants in Section 8. You agree to pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Indemnified Party in connection with or arising from any such claim, suit, action, or proceeding. 11. Miscellaneous 1. Entire Agreement. This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. This Agreement may not be amended except in writing signed by the parties. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. All exhibits attached to this Agreement are incorporated hereby and shall be treated as if set forth herein. 2. Relationship of Parties. You understand that all rights you have received hereunder from CounterPath are non-exclusive. The parties shall be deemed to be independent parties with respect to the subject matter of this Agreement, and nothing contained in this Agreement shall be deemed or construed in any manner as creating any partnership, joint venture, employment, contractor, agency, fiduciary, or other similar relationship. 3. Assignment. You may not assign your rights or obligations under this Agreement to any party. 4. Governing Law and Forum. This Agreement, its validity, construction, effect and enforcement, and the relationship between CPC and you shall be governed in accordance with the laws of the State of Nevada and the applicable federal laws of the United States of America in effect in the State of Nevada. Any dispute between you and CPC regarding this Agreement will be subject to the exclusive jurisdiction of the state and federal courts in the State of Nevada. You agree to submit to exclusive jurisdiction in the State of Nevada, and you expressly waive all defenses to jurisdiction. 5. Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect. 6. Survival. Sections 2, 7, 8, 9, 10 and 11 shall survive termination of this Agreement. 7. Notices. Any notice required under this Agreement may be given by email, fax or written letter to the number or address you provide. YOU HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND, HAVE HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ACCEPT THE OBLIGATIONS, WHICH IT IMPOSES UPON YOU WITHOUT RESERVATION. YOU HAVE ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO YOU TO INDUCE YOU TO SIGN THIS AGREEMENT. YOU AGREE TO THE TERMS OF THIS AGREEMENT VOLUNTARILY AND FREELY. Exhibit A - Definitions As used in this Agreement, the terms set forth below shall have the following meanings: "CounterPath Marks" means the trademarks, trade names, service marks and logos of CounterPath that may be made available to you hereunder. "Placements" means graphical links, text links, logos and other promotions that link directly from the Affiliate's Web Site to the download of the Software. "Software" means a mobile handsets and desktop Voice over IP application software that CounterPath has developed. Updated: April 7, 2011
I have read and agree to the ITSP Partner Agreement above. I have read and agree to the Terms of Use and End User License Agreement.