Affiliate Program Agreement

Introduction

THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT AND THE APPLICABLE ZOHO CONTRACTING ENTITY LISTED HERE (HEREINAFTER “ZOHO") GOVERNING YOUR PARTICIPATION IN THE ZOHO AFFILIATE PROGRAM ("AGREEMENT"). BY ACCEPTING AND AGREEING TO THIS AGREEMENT ELECTRONICALLY OR IN ANY OTHER MANNER AS ACCEPTABLE TO ZOHO, YOU INDICATE YOUR INTENT TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT INCLUDING ALL RELATED POLICIES THAT ARE INCORPORATED HEREIN BY REFERENCE.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT (i) SUCH LEGAL ENTITY IS DULY ORGANISED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS FORMATION (ii) YOU HAVE FULL RIGHT, POWER AND AUTHORITY TO BIND SUCH LEGAL ENTITY TO THE TERMS OF THIS AGREEMENT.

YOU OR THE ENTITY YOU REPRESENT (AS APPLICABLE) SHALL BE REFERRED TO AS "AFFILIATE"/"YOU"/"YOUR" THROUGHOUT THIS AGREEMENT. YOU AND ZOHO SHALL EACH BE REFERRED TO AS A "PARTY" AND COLLECTIVELY AS "PARTIES" THROUGHOUT THIS AGREEMENT.

Appointment

Your appointment as an “Affiliate” for one or more Zoho services that are designated to you by a Zoho representative (“Designated Zoho Service”) will be subject to review of the information provided by you during sign up and will be at Zoho’s sole and absolute discretion.

Affiliate Program Eligibility

Participation in the Affiliate Program is open to individuals, businesses, industry bodies or trade associations, excluding:

• Zoho Consulting and Reselling Partners, consultants of Zoho consulting and reselling Partners, Zoho Distributors and any of their immediate family members;
• Any employees of Zoho Consulting and Reselling Partners; and
• Zoho employees and their immediate family members.

During the tenure of this Agreement, you cannot participate in any other partnership program offered by Zoho without the prior written permission of Zoho.

Prospective Customer Registration

Upon appointment, an account will be created for you in the Zoho Affiliate Store. In addition, you can embed the Zoho sign-up link on your website using the Affiliate Link provided in your account so that interested persons can directly sign-up for Designated Zoho Services from your website and such persons are automatically registered as a prospective customer in your account.

“Zoho Affiliate Store” means the online hosted application for tracking and managing: (i) purchase of Designated Zoho Services by Customers and prospective customers; and (ii) Referral Fees earned by you through this Affiliate Program.

“Affiliate Link” means the unique tracking link provided to you with your affiliate code embedded in it.

Affiliate Tier & Referral Fee

You will be eligible to receive a referral fee of upto 20% of the List Price as specified in the table below for a period of one year from the date of the Initial Purchase on Qualified Purchases made by a Customer ("Referral Fee") based on the Affiliate Tier you fall under. The applicable Affiliate Tier will be determined based on the criteria specified in the table below.

Zoho will evaluate Affiliate tiers on a semi-annual basis. All Affiliates will start at the Standard Affiliate tier. Your Affiliate tier will be determined based on the revenue generated and the number of customers referred by you during the preceding six-month period as specified in the table above. Evaluations will take place in January and July of each year.

Once Zoho determines your Affiliate tier, such tier shall remain valid until the next tier evaluation.The Referral Fee you are entitled to will depend on the affiliate tier you belong to as specified below:

You are eligible to receive a Referral Fee on the Initial Purchase and subsequent Qualified Purchases made by the Customer within a period of one year from the Initial Purchase date. If you move to a higher Affiliate Tier, you will be eligible for a higher Referral Fee payable on all Qualified Purchases made by Customers during the said six month period. If you move to a lower Affiliate tier, you will be eligible for a lower Referral Fee payable on all Qualified Purchases made by Customers during the said six month period.

"Initial Purchase" with respect to each Customer, means, the first/initial purchase of a paid subscription plan of the Designated Zoho Service.

"Qualified Purchase" with respect to each Customer means, the Initial Purchase, and any subsequent purchase with respect to that Designated Zoho Service, including upgrades or additional user licenses made within a period of 1 year from such Initial Purchase.

“Customer” means a prospective customer who purchases a paid subscription of a Designated Zoho Service.

You will be eligible to receive Referral fee only if:

• the prospective customer signs up within 90 days from the date on which such prospective customer first clicks on the Affiliate Link;
• the Initial Purchase is made within 90 days from the date of such sign-up; and
• the Customer is not an existing paid customer of Zoho;
• the Customer is not an existing paid customer of Zoho.

You can refer to https://www.zoho.com/affiliate/ for more information on the benefits applicable for each affiliate tier, or such other link as may be notified by Zoho from time to time.

Payment of Referral Fee

Referral Fee will accrue only upon completion of sixty (60) days from the date of Qualified Purchase.

You will not be entitled to Referral Fee in case the Customer cancels the subscription or downgrades to a free subscription plan and claims a refund of the subscription fee before the completion of sixty (60) days from the date of the Initial Purchase. If the Customer downgrades to a free subscription plan or terminates his subscription within a period of one year from the Initial Purchase, your Referral Fee will only accrue till the date the Customer cancels or downgrades the subscription. Referral Fee earned by you will be paid out only if the unpaid Referral Fee reflected in your account accrues to $100. If the unpaid Referral Fee reflected in your account equals or exceeds $100 you can request a payout. Payment will be made through PayPal, wire transfer or any other method chosen by Zoho in its sole discretion.

You will be responsible for payment of all taxes, duties, and charges levied on the Referral Fee, and you shall indemnify, defend and hold Zoho harmless from and against any claims arising out or relating to non-payment of applicable taxes, duties, and charges.

Affiliate Conduct

You agree to conduct yourself in a responsible, professional, and appropriate manner while dealing with prospective customers. You also agree not to make any representation or warranty with respect to the Designated Zoho Services to the prospective customers other than those representations and warranties contained in the Zoho Terms of Service. “Zoho Terms of Service” means the terms and conditions for www.zoho.com cloud services. The current version of Zoho Terms of Service is available at http://www.zoho.com/terms.html.

Affiliate Obligations

You shall not use the Affiliate Link to make purchase of the Designated Zoho Service for yourself or for your employees and immediate family members.

You must clearly disclose in your site or other channels you use to promote Zoho that this Affiliate Program is a paid partnership.

You will not reproduce in whole or in part any marketing or promotional material, videos, webinars, case studies, testimonials or user manuals created by Zoho as your own.

Term and Termination

This Agreement will commence as of the date you receive an email from Zoho confirming your appointment as an “Affiliate” and shall continue until terminated by either party in accordance with the provisions contained in this Agreement.

• Termination without cause: Either party may terminate this Agreement at any time,for any reason, by giving thirty (30) days’ notice through email at affiliates-support@zohocorp.com.
• Termination for cause: Your failure to comply with any of the terms of this Agreement may result in a warning or immediate termination of this Agreement by Zoho.
• Termination for discontinuation of the Affiliate Program: Zoho reserves the right to discontinue the Affiliate Program. In the event Zoho decides to discontinue the Affiliate Program, you will be provided with thirty (30) days’ notice through email.

Effect of Termination

In the event of termination of this Agreement without cause by you or for cause by Zoho, Zoho will pay you any outstanding Referral Fee accrued as of the date of such termination.

In the event of termination of this Agreement without cause by Zoho or discontinuation of the Affiliate Program, you will continue to receive Referral Fee for all Qualified Purchases (as stated in ‘Payment of referral fee’ clause) in respect of all customers who have converted to a paid subscription plan before the end of the thirty day notice period.

Except as specifically stated above, termination of the Agreement will end all rights and responsibilities of both parties set out in this Agreement, any email communication or any web page relating to the Affiliate Program. You must immediately remove all references to Zoho from your website, including any Zoho sign-up link embedded in your website.

Indemnity

Affiliate agrees that it will, at its own expense, indemnify, defend and hold harmless Zoho from and against all claims, actions and proceedings arising out of or resulting from any warranty made by Affiliate to Customers, provided that Zoho gives Affiliate (a) prompt written notice of the claim, (b) sole control over the defense or settlement (subject, in the case of settlement, to Zoho’s consent, which consent shall not be unreasonably withheld or delayed), and (c) reasonable support and cooperation with regard to the defense.

Disclaimers

THE AFFILIATE PROGRAM AND THE DESIGNATED ZOHO SERVICES ARE PROVIDED "AS IS". ZOHO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE AFFILIATE PROGRAM OR THE DESIGNATED ZOHO SERVICES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, ZOHO DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE AFFILIATE PROGRAM AND THE DESIGNATED ZOHO SERVICES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. ZOHO WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH TERMINATION OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE AFFILIATE PROGRAM.

Limitation of liability

ZOHO WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING OUT OF THIS AGREEMENT EVEN IF ZOHO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ZOHO’S ENTIRE LIABILITY WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM SHALL NOT EXCEED THE REFERRAL FEE PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

Cookies

When a prospective customer clicks on the Affiliate Link, a cookie will be set for the purpose of tracking whether the prospective customer signs up for the Designated Zoho Service. If the association created by a cookie, as specified above, is broken for any reason beyond the control of Zoho and subsequently a prospective customer makes a Qualified Purchase, Affiliate will not be entitled to receive any Referral fee for the same. Cookies set and used as part of this Affiliate Program have a 90 day validity.

Changes to the Terms of this Agreement

You understand that Zoho may modify the terms of this Agreement from time to time. However, you will be provided notice of such changes through an announcement or by electronic mail. Upon being informed of such changes, you may either terminate this Agreement within fifteen days and cease participating in the Affiliate Program or accept the changes and continue to participate in the Affiliate Program. Your continued participation in the Affiliate Program after fifteen days from the date of notice of any such changes shall constitute your consent to such changes.

Embargoed countries

Affiliate agrees to comply with all sanctions and export control laws and regulations that are applicable to the Affiliate in the jurisdictions/territories where the Affiliate operates, including those imposed by the United Nations, the European Union, the United States, and any other relevant authorities. Zoho doesn't allow the sale or subscription of Designated Zoho Services to countries subject to these sanctions or restrictions. Affiliate shall not engage in any activities that would cause Zoho to be in violation of such sanctions and applicable laws and regulations.

Zoho makes every effort to ensure compliance with the applicable sanctions and trade restrictions list, which are subject to change. If you have any questions, kindly contact us at affiliates-support@zohocorp.com.

Relationship of Parties

The relationship between you and Zoho is non-exclusive. This Agreement shall not be construed as creating a partnership, joint venture, agency or any other relationship. You are not authorized to enter into any contract or to assume any obligation on behalf of Zoho. Neither is Zoho authorized to enter into any contract or to assume any obligation on your behalf.

Compliance with Applicable Laws

You shall ensure that your business and performance of your obligations under this Agreement are and will be in compliance with all applicable laws, including privacy and data security laws, rules and regulations. You agree to provide all reasonable co-operation, assistance and information as Zoho may reasonably request to enable it to comply with its obligations under any applicable law.

Governing Law

The governing law and jurisdiction that will apply in case of any dispute or lawsuit arising out of or in connection with this Agreement, will depend on your country of domicile. Accordingly, each party agrees to the governing law (without regard to choice or conflicts of law rules) and to the exclusive jurisdiction of the courts mentioned herein in case of any dispute or lawsuit arising out of or in connection with this Agreement.

General

This Agreement constitutes the entire agreement between You and Zoho, and supersedes all prior communications, understandings and agreements. You may not assign this Agreement, by operation of law or otherwise, without Zoho’s prior written consent. You agree not to register any trademarks that are confusingly similar to Zoho's trademarks. Similarly, you agree not to register or use any internet domain names that are confusingly similar to Zoho's trademarks. Zoho’s failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of Zoho’s right to enforce such provision or any other provision of this Agreement subsequently. If any part of this Agreement is found invalid or unenforceable, the remainder shall be interpreted so as to reasonably effect the intention of both parties.