Last Modified: 6/18/24
These Terms of Service (the, “Agreement”) govern customer’s use of the application, website and/or any other services (collectively, “Service”) provided by Zenvoice Software Inc. dba Invoice Simple (“Company”). By accessing, using or registering as a user and/or subscriber of any of the Service, customer (the, “Customer”) are concluding a legally binding agreement with the Company based on the terms of this Agreement. As such, Customer agrees that it has read, understand, and accepts and agrees to be bound by the Agreement and all terms, policies and guidelines incorporated into the Agreement by reference (including the Privacy Policy and the Data Processing Agreement which can be found below, or such other URL as Company may provide). If Customer does not agree with the terms of this Agreement, Customer does not have permission to use any of the Service. Company may update this Agreement from time to time and Customer will have 30 days to reject the updated terms by providing written notice to Company. If Customer continues to use or receive the Service following such period, the updated Agreement will be deemed accepted.
1. Software/Service.
1.1 Rights for Use. The Service include the right to use the Invoice Simple mobile application. The Company grants Customer access as part of the Service and any program updates provided as part of the Service.
1.2. Accounts; Security. Access to or use of certain portions and features of the Service may require Customer to create an account (“Account”). Customer states that all information provided by it is current, accurate, complete, and not misleading. Customer further states that it will maintain and update all information provided by it to ensure accuracy on a prompt, timely basis. Customer is entirely responsible for maintaining the confidentiality and security of its account(s), including Customer’s password. Accounts are not transferrable. Customer agrees to promptly notify Company if Customer becomes aware or suspects any unauthorized use of its accounts, including any unauthorized access or attempted access. Customer is responsible for all activities that occur under its account(s). Further, Customer is the primary account holder and is responsible for all charges made by additional users added to the accounts.
1.3. Restrictions on Use. In accessing or using the Service, Customer will not: (a) resell, lease, encumber, sublicense, distribute, publish, transmit, transfer, assign or provide such access or use to any third party in any medium whatsoever; (b) devise specifications from, reverse engineer, reverse compile, disassemble, or create derivative works based on the Service; (c) apply systems to extract or modify information in the Service using technology or method such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”; (d) knowingly input or post through or to the Service any content that is illegal, threatening, harmful, lewd, offensive, or defamatory or that infringes the intellectual property rights, privacy rights or rights of publicity of others, (e) store data on the Service that is regulated by the HIPAA Privacy Rules or the PCI Data Standards (f) input or transmit through or to the Service any virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Service or grant unauthorized access thereto; (g) use or access the Service for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; or (h) cause, assist, allow or permit any third party (including an end-user) to do any of the foregoing; (i) use the Service to compete with Company in any way; or (j) permit any third party to use or access the Service other than Customer’s direct employees or contractors who are acting on its behalf.
1.4. Maintenance. Customer agrees that Company may install software updates, error corrections, and software upgrades to the Service as Company deems necessary from time to time. All such updates, error corrections and upgrades will be considered part of the Service for purposes of this Agreement.
1.5. Applicable Laws. Customer’s access to and use of the Service is subject to all applicable international, federal, state and local laws and regulations. Customer may not use the Service or any information data or Customer Content in violation of or to violate any law, rule or regulation. Ensuring Customer’s use of the Service is compliant with applicable laws is the responsibility of Customer.
1.6. Suspension of Service. Company has the right to immediately suspend the Service (a) in order to prevent damage to or degradation of the Service or unauthorized or non-compliant use or (b) for operational reasons such as repair, maintenance, or improvement or because of any emergency, or (c) if, following notice from Company, Customer has failed to pay any amounts due and owing. In the case of (a) or (b) Company will give Customer prior notice if reasonable and will ensure that the Service is restored as soon as possible after the event given rise to suspension has been resolved to Company’s reasonable satisfaction.
2. Data Licenses.
2.1. Customer Content. As between Company and Customer, all title and intellectual property rights in and to all electronic data or information submitted to and stored in the Service that is owned by Customer (“Customer Content”) is owned by Customer. Customer acknowledges and agrees that in connection with the provision of the Service, Company may store and maintain Customer Content for a period of time consistent with Company’s standard business processes for the Service. Following expiration or termination of the Agreement or a Customer account, if applicable, Company may deactivate the applicable Customer account(s) and delete any data therein. Customer grants Company the right to host, use, process, display and transmit Customer Content to provide the Service pursuant to and in accordance with this Agreement and the applicable Order Form. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Content, and for obtaining all rights related to Customer Content required by Company to perform the Service.
2.2. Aggregated Data. Customer agrees that, subject to Company’s confidentiality obligations in this Agreement, Company may (a) capture data regarding the use of the Service by Customer and its end users, (b) collect metrics and data included in Customer Content, and (c) aggregate and analyze any metrics and data collected pursuant to subsections (a) and/or (b) of this sentence (collectively, the “Aggregated Data”). Customer agrees that Company may use, reproduce, distribute and prepare derivative works from the Customer Content, solely as incorporated into Aggregated Data, provided that under no circumstances will Company use the Aggregated Data in a way that identifies Customer or its users as the source of the data.
2.3. Invoice Service and Payment Service Policy. Payments by Invoice Simple Services enables the Customer to accept card payments and electronic bank account payments. Transactions are conducted between Customer and the individuals making payments. The policy for Invoice Simple’s Payment Services can be found in here (https://www.invoicesimple.com/payments-terms). This Section 3 applies only if Customer has signed up for the Invoice Simple Services or Payment Service and are subject to the terms of this Agreement.
2.4. Third-Party Services. Third-party technology and services (Third-Party Services”), may be linked or integrate with the Service. Customer should contact the service administrator or webmaster for a Third-Party Services if Customer has concerns regarding such Third-Party Services. Invoice Simple is not responsible for and have no control over the content of any Third-Party Services and do not make any representations regarding the content or accuracy of any materials on such Third-Party Services. Any dealings Customer has with third parties found while using the Service are between Customer and the third party, and Customer agrees that the Company is not liable for any loss or claim that it may have against any such third party. Customer represents and warrant that it agrees to and will not violate the applicable terms and conditions of any Third-Party Services. COMPANY IS NOT RESPONSIBLE FOR THE ACCURACY, AVAILABILITY OR RELIABILITY OF ANY INFORMATION, CONTENT, PRODUCTS, DATA, OPINIONS, ADVICE OR STATEMENTS MADE AVAILABLE IN CONNECTION WITH THE THIRD-PARTY SERVICES. AS SUCH, COMPANY WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH THIRD-PARTY SERVICES. Except as expressly permitted in this Agreement or as otherwise agreed by Company in writing, Customer is prohibited from linking to the Service, framing of all or any portion of the Service, and the extraction of data from the Service. Company reserves the right to disable any unauthorized links or frames.
5. Intellectual Property.
5.1. Proprietary Rights. Company’s intellectual property, including without limitation the Service, its trademarks and copyrights and excluding any Customer Content contained therein, and any modification thereof, are and will remain the exclusive property of Company and its licensors. No licenses or rights are granted to Customer except for the limited rights expressly granted in this Agreement.
5.2. Feedback. Customer agrees that advice, feedback, criticism, or comments provided to Company related to the Service are given to Company and may be used by Company freely and without restriction and will not enable Customer to claim any interest, ownership or royalty in Company’s intellectual property.
6. Payment.
Customer agrees to pay Company the subscriptions fees, and any other applicable fees, for the subscription Customer selected as specified on the Company’s site during the subscription plan process. All subscriptions fees will be automatically billed to Customer’s credit card, charge card or other payment method. Customer hereby authorizes all such charges. Fees are charged in advance on a monthly or annual basis depending on the type of subscription plan Customer selects when purchasing a subscription. In the event Customer fails to pay any amount when due, the Company may immediately suspend or terminate this Agreement and Customer’s access to the Service. If overdue payments are not received, in addition to all other remedies that may be available: (a) the Company may charge, and Customer agrees to pay, a late charge equal to the greater of one and one-half percent (1.5%) per month or the maximum amount allowed by law, calculated daily and compounded monthly, on any amount that is not the subject of a good faith dispute that is unpaid on the due date, and on any other outstanding balance; and (b) Customer shall reimburse the Company for all reasonable costs incurred by the Company in collecting any late payments or interest, including attorneys’ fees, court costs and collection agency fees.
All fees are noncancelable and non-refundable for the entire Term. There will be no refunds or credits for partial use of the Service, upgrade/downgrade refunds, nor refunds for months unused with an active account. Customer is responsible for all Fees of any Renewals relating to Customer’s Account until such time as Customer’s Account or these terms are terminated as specified herein. Company reserves the right to modify any stated fees upon prior notice to Customer.
7. Term and Termination.
7.1. Term. This Agreement will be effective as of the stated date of the subscription plan order (“Effective Date”) and remain in effect until (A) the term of the subscription plan expires or (b) terminated by the Company as permitted by this Agreement.
7.2. Termination. The Company may terminate this Agreement, and/or any subscription plan, at any time, with or without cause.
7.3. Effects of Termination. Upon the expiration or termination of this Agreement for any reason, (a) Customer will immediately cease using the Service, (b) upon request, each party will return or destroy all Confidential Information of the other party, provided, that each party may retain one copy of the Confidential information of the other party as necessary to comply with applicable law or its records retention or archival policies or practices (and such retained Confidential Information will remain subject the non-disclosure obligations in this Agreement) and (c) any unpaid, undisputed amounts due through termination will become immediately due and payable.
7.4. Survival. Any provisions of this Agreement that expressly, or by implication, are intended to survive its termination or expiration will survive and continue to bind the parties, including without limitation provisions relating to confidentiality, representations and warranties, indemnification, limitations on liability, intellectual property, and Customer’s payment obligations under this Agreement.
8. Payment Processing and Related Services.
8.1. Payment Processing Services. Customer has the option to accept payments through the Service (the “Payment Processing Services”), subject to Customer’s eligibility to enroll in the Payment Processing Services. The terms and conditions of this Section apply to Customer only if Customer enrolls in the Payment Processing Services. The Payment Processing Services are provided by a third-party payment processor as a third-party offering (each a “Third-Party Payment Processor”). Customer’s use of the Payment Processing Services will be subject to a separate payment processing agreement solely between Customer and the Third-Party Payment Processor. Customer agrees that Customer and its affiliates will comply with the terms and conditions of any applicable payment processing agreements, privacy policies, and any other related documentation provided by or on behalf of the Third-Party Payment Processor, and any applicable card network rules, policies, laws, and regulations at all times while using such Payment Processing Services. By enrolling in the Payment Processing Services, Customer agrees to the applicable Third-Party Payment Processor’s payment processing agreement, privacy policy, and any other related terms and conditions, including fees charged to Customer by Third-Party Payment Processors for the Payment Processing Services. Company is not liable for the acts or omissions of any third party, including any Third-Party Payment Processor.
8.2. Fees. In addition to any fees Customer agrees to pay to a Third-Party Payment Processor, Customer will also pay fees to the Company for the Payment Processing Services. Fees for the Payment Processing Services are subject to change at the Company’s discretion. The standard fees for the Payment Processing Services are posted at [https://www.invoicesimple.com/payments-fee-schedule], (the “Posted Fees”). If Customer’s fees for the Payment Processing Services are subject to an alternative arrangement to the Posted Fees, Company will provide Customer with such fee arrangement in writing.
8.3. Customer Financing. Company does not provide financing but may partner with a third party, such as Stripe, Inc., through which Customer may access financing offers. Customer acknowledges and agrees that such financing is provided solely by the third party providing the financing. Company is not liable for the acts or omissions of any third party providing financing to Customer.
9. Confidential Information.
9.1. Confidential Information. “Confidential Information” means any information disclosed by one party to the other whether orally or in writing that is designated as confidential or that reasonably should be understood by the receiving party to be confidential, notwithstanding the failure of the disclosing party to designate it as such. Confidential Information may include information that is proprietary to a third party and is disclosed by one party to another pursuant to this Agreement. The Service, all features and functions thereof and related pricing and product plans will be the Confidential Information of Company.
9.2. Non-Disclosure. Each party agrees to maintain the confidentiality of the other party’s Confidential Information with the same security and measures it uses to protect its own Confidential Information of a similar nature (but in no event less than reasonable security and measures) and not to use such Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement. The receiving party may disclose Confidential Information of the disclosing party to those employees, officers, directors, agents, affiliates, consultants, users, and suppliers who need to know such Confidential Information for the purpose of carrying out the activities contemplated by this Agreement and who have agreed to confidentiality provisions that are no less restrictive than the requirements herein. Such party will be responsible for any improper use or disclosure of the disclosing party’s Confidential Information by any such parties. Except as expressly permitted by this Section, the receiving party will not disclose or facilitate the disclosure of Confidential Information of the disclosing party to any third party. The restrictions in this Section shall continue until such time as the information is covered by an exclusion set forth below.
9.3. Exclusions. The receiving party will have no obligation under this Section with respect to information provided by the disclosing party that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party, (b) is or becomes available to the receiving party from a source other than the disclosing party, provided that such source is not known to the receiving party to be bound by an obligation of confidentiality to the disclosing party with respect to such information, (c) was in the receiving party’s possession prior to disclosure by the disclosing party, or (d) is independently developed by the receiving party without reference to the Confidential Information. Further either party may disclose Confidential Information (i) as required by any court or other governmental body or as otherwise required by law, or (ii) as necessary for the enforcement of this Agreement or its rights hereunder.
10. Disclaimers. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT COMPANY WILL CORRECT ALL ERRORS OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATIONS OR SECURITY OF THE SERVICE THAT ARISE FROM CUSTOMER CONTENT OR THIRD PARTY APPLICATIONS OR SERVICES PROVIDED BY THIRD PARTIES. COMPANY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.
11. Limitation of Liability. IN NO EVENT WILL COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY COST TO COVER PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (WHICH THE PARTIES AGREE WILL NOT BE CONSIDERED DIRECT DAMAGES), OR ANY LOSS OF REVENUE, PROFITS, SALES, DATA, DATA USE, GOOD WILL, OR REPUTATION. COMPANY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF FEES CUSTOMER HAS PAID TO COMPANY IN THE 1 MONTH PRIOR TO THE EVENT(S) GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS SET FORTH IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BROUGHT, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.
12. Exclusions. As set out, above, some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to Customer. Provincial laws of Canada may apply to certain products and service provided.
13. Indemnification. Customer agrees to defend and indemnify Company and its affiliates from and against any legal action, demand, suit, or proceeding brought against Company or its affiliates by a third party arising out of or related to Customer’s breach or alleged breach of this Agreement or Customer’s use of the Service.
14. Publicity. Customer hereby consents to Company identifying Customer as a customer by name and logo in Company’s promotional materials, subject to Customer’s right to revoke such consent in writing at any time. Upon such revocation, Company will have 30 days to process Customer’s request.
15. Assignment. Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder in whole or in part without the prior written consent of Company. Subject to the foregoing, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the parties hereto and their respective successors and assigns.
16. Notices. Any notice required under this Agreement will be provided to the other party in writing. If Customer wishes to provide notice to Company, Customer will send notice via email to: [email protected]. Company will send notices to one or more contact(s) on file for Customer. Notices from Company, other than for a breach of this Agreement may be provided within the Service.
17. Attorney’s Fees. In the event any proceeding or lawsuit is brought in connection with this Agreement, the prevailing party in such proceeding will be entitled to receive its reasonable costs, expert witness and attorneys’ fees.
18. Relationship of the Parties. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties.
19. No Third Party Beneficiaries. This Agreement is being entered into for the sole benefit of the parties hereto, and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.
20. Equitable Remedies. Each party acknowledges and agrees that (a) a breach or threatened breach by such party may give rise to irreparable harm to the other party for which monetary damages may not be an adequate remedy; and (b) if a breach or threatened breach by such party occurs, the other party will in addition to any and all other rights and remedies that may be available to such other party at law, at equity or otherwise in respect of such breach, be entitled to seek equitable relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security.
21. Force Majeure. Neither party will be liable under this Agreement for any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrections, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause that is beyond the reasonable control of such party.
22. Limitation of Claims. No legal proceedings, regardless of form, arising under or relating to this Agreement may be brought by Customer more than six months after it first have actual knowledge of the facts giving rise to the cause of action.
23. Export Compliance. Customer must comply with United States, foreign and international laws and regulations, including without limitation, the United States Export Administration Regulations and the United States Office of Foreign Asset Control regulations, and other anti-boycott and import regulations. Such export laws govern use of the Service including technical data and any Service deliverables provided under this Agreement and Customer agrees to comply with all such laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer is responsible for ensuring that no data, information, software programs and/or materials resulting from the Service (or direct product thereof) will be exported directly or indirectly in violation of these laws. Customer will indemnify Company for any violation by Customer of any applicable export controls or economic sanctions laws and regulations.
24. Governing Law, Jurisdiction and Venue. This Agreement will be governed by and construed in all respects in accordance with the laws of the Province of British Columbia and the law of Canada, without regard to its conflicts of laws principles.
25. Severability, Waiver and Amendment. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid, such provision will be changed and interpreted as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in full force and effect. No waiver of any term or right in this Agreement will be effective unless made in writing and signed by an authorized representative of the waiving party. Any waiver or failure to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Except to the extent otherwise expressly provided in this Agreement, this Agreement may only be amended in writing signed by both parties hereto.
26. Privacy. Any personal information collected in the course of Customer’s use of the Service will be governed by the Company’s Privacy Policy, which is available at: https://www.invoicesimple.com/privacy.
27. Contact Us. If Customer has any questions about these terms, please contact Invoice Simple at [email protected].
Referral Terms
Zenvoice Software Inc., also known as Invoice Simple, (“Company”) requires participants (each a “Referrer”) in its Refer & Earn Referral Program (the “Program”) accept and adhere to these terms and conditions (the “Agreement”). Company may update this Agreement from time to time, in its sole discretion. If Referrer continues to participate in the Program following any such update, the updated Agreement will be deemed accepted.
1. Referral Services. Company offers an estimating and invoicing software solution (the “Platform”). Company permits Referrer to conduct marketing efforts to certain of its customers, prospects or other audiences to refer such groups to use the Platform.
2. Eligibility. In order to participate in the Program, Referrer represents and warrants that (a) if an individual, Referrer is of legally competent (including of legally competent age) to enter into this Agreement, (b) has provided the referral through Company’s portal and (c) it shall agree to any additional terms required by any third party provider with respect to the Program. Company reserves the right to deny participation in the Program to any Referrer at any time for any reason.
3. Restrictions. In the course of participating in the Program, Referrer shall not: (a) use search engine placements (e.g. purchase of keyword terms) that are based on the Company Marks, or domain names based on misnomers, pseudonyms, misspellings, typos or similar phonics relating to the Company Marks or any Company websites; (b) have any authority to make or publish any statement, claim, representation or warranty about Company products or services, which could be deemed to be a binding offer, obligation or guarantee by Company (other than as expressly authorized in advance and in writing by Company); (c) misrepresent the services provided by Company; (d) imply any type of affiliation or relationship with Company, other than that of advertiser; (e) represent itself as Company or speaking on behalf of Company in soliciting visitors by direct mail, email, SMS texts, telemarketing, or otherwise without the express prior written consent of Company; (f) provide cash, points, gifts or any other consideration or incentive to entice visitors to complete an action; (g) advertise Company on, or in connection with, any website or other publication that promotes or contains sexually explicit materials, infringing materials, violent materials, defamatory or libelous materials, discriminatory (whether based on race, sex, religion, nationality, disability, sexual orientation, age, or otherwise) materials, or illegal activities or materials; (h) use the Program to violate the intellectual property of Company; (i) provide any personal information or contact data to Company that Referrer has not received explicit permission to provide for the purposes of marketing contact by Company; (j) engage in any actions that are intended to disrupt or undermine the Program; (k) send any emails in connection with the Program except to email recipients who have opted-in to receive communications from the Referrer in connection with the Program; or (l) harvest emails from websites, purchase lists (whether they are opt-in or not), rent lists, borrow or lend lists, have subscription form that subscribes user to an unrelated list, send out unrelated offers or unrelated content to Referrer’s newsletter list, or add an email address to a list without subscriber’s permission.
4. Referral Fee. In consideration of the referral efforts hereunder, for each Qualified Customer (as defined below), Company shall pay Referrer a referral amount (the “Referral Fee”) equal to $20 USD per Qualified Customer who agrees to a monthly subscription term, or in an amount as may be otherwise offered by Company from time to time. The Program may not be combined with other referral programs or incentives offered by Company.
5. Qualified Customer. A “Qualified Customer” means a referral solicited by Referrer that (a) purchases a Platform subscription plan using the unique referral link provided by Company, (b) is accepted by Company as a customer, in its sole discretion, and (c) makes its first subscription payment for use of the Platform. Company is under no obligation to accept any referred prospect as a customer or Qualified Customer. A Qualified Customer shall not include any referral that was already a customer of Company or that was an existing prospect or otherwise had an existing or prior customer relationship with Company in connection with the Platform, as determined in Company’s sole discretion.
6. Payment. Company shall pay the Referral Fee to Referrer in the form of an e-gift card within thirty days following the date when a referral first becomes a Qualified Customer, unless otherwise provided by Company. No Referral Fee shall be paid to the extent such payment is prohibited or otherwise limited by applicable law. Referrer is responsible for payment of all taxes applicable to the receipt of the Referral Fee. All amounts payable by Company to Referrer are subject to offset by Company against any amounts owed by Referrer to Company. Company reserves the right to void any Referral Fee if Company, in its sole discretion, suspects that such Referral Fee was earned in a fraudulent manner, in a manner that violates any provision of this Agreement, or in a manner otherwise not intended by Company.
7. Term and Termination. This Agreement shall continue until terminated by either party. Company may terminate immediately at any time for any reason, without notice. Referral Fees accrued as of the date of any such termination shall be paid by Company pursuant to the terms hereof. Referrer may terminate immediately upon notice to Company.
8. Use of Marks. Referrer may use Company’s logo and trademark (“Company Marks”) during the term of this Agreement solely in the form and under the use criteria and in the form provided by Company and for the purposes set forth in this Agreement. Referrer shall not (a) use Company Marks in any manner that is misleading or disparages Company, implies Company endorses, sponsors or approves of Referrer or Referrer’s services or products, or is illegal, threatening, harmful, lewd, offensive, or defamatory or (b) use, register or attempt to register in any jurisdiction, or otherwise appropriate or adopt, any name, mark or logo that is confusingly similar to any Company Marks or dilute the distinctive nature of any Company Marks or attack, challenge or file any application with respect to any Company Marks. Except with prior written consent, no other use of Company Marks is permitted. All goodwill associated with the use of Company Marks shall inure to Company.
9. Confidentiality. Referrer agrees that any oral or written information provided to Referrer with respect to this Agreement or the Program is confidential information. Referrer shall maintain the confidentiality of all such information and shall not use or disclose to any third parties any relevant information without obtaining the prior written consent of Company, except as provided herein.
10. Feedback. Referrer agrees that advice, feedback, criticism, or comments provided to Company related to the Program are given to Company and may be used by Company freely and without restriction and will not enable Referrer to claim any interest, ownership or royalty in Company’s intellectual property.
11. Applicable Laws. Referrer’s participation in the Program is subject to all applicable international, federal, state and local laws and regulations, including, without limitation, privacy laws. Referrer shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to Company, its customers, or to the public, including violating terms of The Controlling the Assault of Non-Solicited Pornography And Marketing (CAN-SPAM) Act of 2003 and the Telephone Consumer Protection Act of 1991 (TCPA).
12. Release of Liability. BY PARTICIPATING IN THE PROGRAM, REFERRER AGREES THAT COMPANY WILL HAVE NO LIABILITY TO REFERRER, REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BROUGHT, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. REFERRER AGREES THAT COMPANY IS NOT RESPONSIBLE FOR FAULTY REFERRAL LINKS, ANY ERROR, OMISSION, INTERRUPTION, MALFUNCTION, DEFECT OR DELAY IN TRANSMISSION OR COMMUNICATION, OR SERVICES PROVIDED BY THIRD PARTIES. ALL OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.
13. Indemnification. REFERRER AGREES TO INDEMNIFY COMPANY AGAINST ANY LOSSES, DAMAGES, COSTS, LIABILITIES, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, LEGAL EXPENSES AND ANY AMOUNTS PAID BY COMPANY TO A THIRD PARTY IN SETTLEMENT OF A CLAIM OR DISPUTE ON THE ADVICE OF COMPANY’S LEGAL ADVISERS) INCURRED OR SUFFERED BY COMPANY ARISING OUT OF REFERRER’S PARTICIPATION IN THE PROGRAM OR ANY BREACH BY REFERRER OF ANY PROVISION OF THESE TERMS AND CONDITIONS.
14. Miscellaneous. Nothing in this Agreement shall be construed or interpreted as creating or implying any joint venture, partnership or other similar relationship between the parties. Nothing contained in this Agreement shall permit or authorize either party to execute any agreement or take any other action that is binding upon the other except as otherwise set forth herein. This Agreement does not create an exclusive arrangement between Company and Referrer. This Agreement, and performance or breach hereunder, shall be governed by and interpreted in accordance with the laws of the Province of British Columbia, Canada, excluding its choice of law rules. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
