Introduction

This Referral Program Agreement ("Agreement") is intended to outline the terms and conditions for participation in the Zoho Referral Program ("Referral Program") and is a legally binding contract between you or the company you represent ("You" or "Your") and Zoho Corporation Private Limited ("Zoho"). By signing up, you agree to be bound by this Agreement in case of your appointment by Zoho. If you do not agree to be bound by the terms of this Agreement, do not proceed with the electronic sign up process.

Appointment

Your appointment as a "Partner" for one or more Zoho Services that are designated to you by a Zoho partner 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.

Prospective Customer Registration

Upon appointment, an account will be created for you in the Zoho Reseller Store for the purpose of registering prospective customers and for the purpose of managing the referral fees earned by you through this Referral Program. In addition, you can also register prospective customers by sending an email to partner- support@zohocorp.com with the required details or you can embed a Zoho Sign-up Box on your website using the code provided in your account so that interested persons can directly sign-up for Zoho Services from your website and such persons are automatically registered as a prospective customer in your account.
You shall register a person as a prospective customer only if you reasonably believe that such person is interested in using the Designated Zoho Service. You shall not abuse the prospective customer registration process through en masse registrations. Registration of prospective customers will be subject to review by Zoho.

Referral Fee

In the event a potential customer registered by you purchases a Designated Zoho Service paid subscription plan within a period of three months form the date of registration, you will be entitled to a referral fee ("Referral Fee") on such initial purchase and subsequent eligible purchases by the customer ("Eligible Transactions") as specified in the confirmation e-mail sent to you by the partner team at Zoho.

Payment of Referral Fee

Referral Fee will accrue only upon completion of forty five (45) days from the date of purchase of the paid subscription plan by the customer. 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. 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 on or before the 15th of a month, you will receive an email on the 15th of such month asking you to process your Referral Fee. 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.

Partner 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.

Embargoed countries

Various US agencies have restrictions in place that regulate or ban all trade with certain countries. Zoho doesn't allow the sale of subscription of Zoho Services to these countries.

Zoho does not allow any organization, business or individual to have or register Zoho accounts while based in these countries:

• Cuba
• Iran
• North Korea
• Syria
• Sudan

We make every effort to ensure that the list of countries mentioned above is accurate. If you have any questions, kindly contact us at legal@zohocorp.com

Term and Termination

This Agreement will commence as of the date you receive an email from Zoho confirming your appointment as a "Partner" 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.
• 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 Referral Program: Zoho reserves the right to discontinue the Referral Program. In the event Zoho decides to discontinue the Referral 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 Referral Program, you will continue to receive Referral Fee for all Eligible Transactions for a period of one year 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 Referral Program. You must immediately remove all references to Zoho from your website, including any Zoho Sign-up Box embedded in your website.

Disclaimers

THE REFERRAL 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 REFERRAL PROGRAM OR THE DESIGNATED ZOHO SERVICES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, ZOHO DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE REFERRAL 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 REFERRAL 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 OR FOR ANY CLAIM BY ANY OTHER PARTY EVEN IF ZOHO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ZOHO'S ENTIRE LIABILITY WITH RESPECT TO THIS AGREEMENT AND THE REFERRAL PROGRAM UNDER THIS AGREEMENT SHALL NOT EXCEED THE REFERRAL FEE PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

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 Referral Program or accept the changes and continue to participate in the Referral Program. Your continued participation in the Referral Program after fifteen days from the date of notice of any such changes shall constitute your consent to such changes.

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.

General

This Agreement shall be construed, interpreted and governed by the laws of the State of California exclusive of its conflict of law provisions. Any dispute arising out of this Agreement will be subject to the exclusive jurisdiction of courts in Northern California. 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.