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AFFILIATE PROGRAM AGREEMENT

Introduction

This Affiliate Program Agreement (“Agreement”) is intended to outline the terms and conditions for participation in the ManageEngine Affiliate Program (“Affiliate Program”) and is a legally binding contract with you or the company you represent. 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 an “Affiliate” for one or more ManageEngine services that are designated to you by a ManageEngine representative (“Designated ManageEngine 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:

  1. Zoho/ManageEngine Reseller Partners, Zoho/ManageEngine Reseller Consultants and any of their immediate family members;
  2. Any employees of Zoho/ManageEngine Reseller Partners; and
  3. Zoho/ManageEngine 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 Thrive. In addition, you can embed the ManageEngine sign-up link on your website using the Affiliate Link provided in your account so that interested persons can directly sign-up for Designated ManageEngine Services from your website and such persons are automatically registered as a prospective customer in your account.

“Zoho Thrive” means the online hosted application for tracking and managing: (i) purchase of Designated ManageEngine 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.

Referral Fee

In case the Revenue from a Qualified Purchase after deducting any discount provided is less than or equal to $1500 you will be paid a referral fee of $100 and in case the Revenue from a Qualified Purchase after deducting any discount provided is greater than $1500 you will be paid a referral fee of 7% of the Qualified Purchase amount ("Referral Fee"). You will be eligible to receive a Referral Fee of on Qualified Purchases only if:

  • a) the prospective customer had signed up within 15days of first clicking on the Affiliate Link;
  • b) a Qualified Purchase is made within 90 days from the date of signing up;
  • c) the Customer is not an existing paid customer of ManageEngine;

You will not be eligible to receive a Referral Fee for any subsequent purchases, renewals or upgrades made by the Customer.

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

"Revenue" for each Qualified Purchase shall mean the fees paid at the time of making the Qualified Purchase.

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

Payment of Referral Fee

The Referral Fee will be paid to you based on the subscription plan chosen by the Customer.

On-Demand / Cloud Designated ManageEngine Service:

  • a) If the Qualified Purchase is a monthly subscription plan, the Referral Fee will be calculated by estimating the subscription amount payable by Customer for a year. You will be eligible to receive 50% of the Referral Fee on the 90th day and the remaining 50% on the 270th day from the date of the Qualified Purchase.

    Ex: If the monthly subscription amount is $115 (ServiceDesk Plus purchased at $115 for 5 technicians and 500 nodes), then the estimated amount for one year is $1380. The Referral Fees here is calculated as $100. If the subscription starts from Jan 2021, we will pay $50 in March 2021 and remaining $50 in Sep 2021, provided the subscription is active throughout.

  • b) If the Qualified Purchase is an annual subscription plan, you will be eligible to receive Referral Fee for the whole year on the 90th day from the date of the 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 ninety (90) days from the date of the Qualified Purchase. 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 pay-out. Payment will be made through PayPal, wire transfer or any other method chosen by Zoho in its sole discretion.

On-premise/Downloadable Designated ManageEngine Service:

  • a) If the Qualified Purchase is an annual subscription plan, you will be eligible to receive Referral Fee for the whole year. In case a Customer chooses a multi-year-annual subscription, the Referral Fee will be calculated only on the subscription amount applicable for the first year.
  • b) If the Qualified Purchase is a perpetual subscription plan, you will be eligible to receive Referral Fee on the total value of the Qualified Purchase.

In case of credit purchases: Referral Fee will accrue only after ninety (90) days from the date of payment for the Qualified Purchase.

In case of non-credit purchases: Referral Fee will accrue only upon completion of ninety (90) days from the date of payment for the Qualified Purchase.

TAXES

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 ManageEngine Services to the prospective customers other than those representations and warranties contained in the ManageEngine Terms of Service and the applicable end user license agreements. “ManageEngine Terms of Service” means the terms and conditions for www.manageengine.com services. The current version of the ManageEngine Terms of Service is available at https://ondemand.manageengine.com/terms.html

Affiliate Obligations

You shall not use the Affiliate Link to make purchase of the Designated ManageEngine 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 ManageEngine 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 ManageEngine 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 me-affiliates@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 ManageEngine/Zoho from your website, including any ManageEngine sign-up link embedded in your website.

Disclaimers

THE AFFILIATE PROGRAM AND THE DESIGNATED MANAGEENGINE 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 MANAGEENGINE SERVICES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, ZOHO DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE AFFILIATE PROGRAM AND THE DESIGNATED MANAGEENGINE 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 ManageEngine 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 15 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

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 Designated ManageEngine 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 me-affiliates@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.

Contracting Entity and Choice of Law

If you are a resident of the United States or Canada, your relationship is with Zoho Corporation and this Agreement shall be governed by and interpreted in all respects by the laws of the State of California, without reference to its conflict of laws' principles and you agree to submit to the personal jurisdiction of the courts in the Northern District of California. If you are a resident of any of the member states of the European Union, your relationship is with Zoho Corporation B.V. and this Agreement shall be governed by and interpreted in all respects by the laws of the Netherlands without reference to its conflict of laws’ principles and you agree to submit to the personal jurisdiction of the courts in Amsterdam. If you are a resident of India, your relationship is with Zoho Corporation Private Limited and this Agreement shall be governed by and interpreted in all respects by the laws of the Republic of India without reference to its conflict of laws’ principles and you agree to submit to the personal jurisdiction of the courts in Chennai, India. If you are a resident of Australia or New Zealand, your relationship is with Zoho Corporation Pty Ltd and this Agreement shall be governed by and interpreted in all respects by the laws in New South Wales without reference to its conflict of laws’ principles and you agree to submit to the personal jurisdiction of the courts in New South Wales. If you are a resident of Mexico, your relationship is with Zohocorp Mexico S.A De C.V. and this Agreement shall be governed by and interpreted in all respects by the laws of Mexico without reference to its conflict of laws’ principles and you agree to submit to the personal jurisdiction of the courts in Mexico City. If you are a resident of China, your relationship is with Zoho (Beijing) Technology Co., Ltd. and this Agreement shall be governed by and interpreted in all respects by the laws of the China without reference to its conflict of laws’ principles and you agree to submit to the personal jurisdiction of the courts in China. If you are a resident of any other country, this Agreement shall be governed by and interpreted in all respects by the laws of the Republic of Singapore without reference to conflict of laws' principles and you agree to submit to the personal jurisdiction of the courts in Singapore.

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.