Thank you for your interest in the Invoice2go Affiliate Program! These Affiliate Program Special Terms and Conditions (“Terms”) govern your participation in the Invoice2go Affiliate Program (“Affiliate Program”) operated by Invoice2go, Inc. (“Invoice2go”, “we” or “us”) in conjunction with our partner, Commission Junction LLC (“CJ”). If you are enrolling in the Affiliate Program on behalf of your company, you (“Publisher” or “you”) represent that you are authorized to accept these Terms on behalf of your company, and all references to “you” or “Publisher” reference your company.
Modifications to Terms: From time to time, Invoice2go may modify these Terms. Invoice2go will provide seven (7) days’ written notice to you of such modifications through your account on the CJ Network. YOUR SOLE REMEDY IN THE EVENT ANY SUCH MODIFICATION IS UNACCEPTABLE TO YOU IS TO TERMINATE THESE TERMS IN ACCORDANCE WITH SECTION 9.2 (TERMINATION). Your continued participation in the Affiliate Program by clicking to accept the updated Terms will constitute your acceptance of such updated Terms.
Relationship to Insider’s Partner Program: Invoice2go also offers a referral program for current Invoice2go subscribers and partners called the Insider’s Partner Program. More information on the Insider’s Partner Program, including eligibility requirements, can be found here. Participants in the Insider’s Partner Program are ineligible for participation in the Affiliate Program, so you must not accept these Terms or participate in the Affiliate Program if you are currently enrolled in the Insider’s Partner Program.
BY INDICATING YOUR ACCEPTANCE OF THESE TERMS OR ENROLLING IN THE INVOICE2GO AFFILIATE PROGRAM, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OR IF YOU ARE CURRENTLY ENROLLED IN THE INSIDER’S PARTNER PROGRAM, PLEASE DO NOT ENROLL IN THE AFFILIATE PROGRAM. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THESE TERMS ARE LEGALLY BINDING UPON IT.
- Introduction. Invoice2go offers a suite of services and features related to business management, including creation of invoices and related reports (“Invoice2go Products”) through the Invoice2go Web Site. Subject to these Terms and the Publisher Agreement (defined below), Invoice2go offers publishers the opportunity to earn commissions for referring visitors to the Invoice2go Web Site who purchase a subscription to the Invoice2go Products (“Commissions”).
“Brand Content” means any advertising or promotional content (including any Marks) that Invoice2go makes available to Publisher through the CJ Network for display on Publisher Web Sites.
“CJ Network” means the CJ Affiliate marketing network, owned and operated by CJ.
“Invoice2go Materials” means the Brand Content and Network Links.
“Invoice2go Web Site” means Invoice2go’s web sites.
“Marks” means, collectively, Invoice2go’s trademarks, service marks and logos set forth in the Brand Content (or as otherwise provided by Invoice2go).
“Network Link” means the hyperlink and related code that Invoice2go provides to Publisher through the CJ Network for Publisher to display on Publisher Web Sites to link to the Invoice2go Web Site.
“Publisher Web Sites” means those Publisher web sites that have been approved by Invoice2go to display Invoice2go Materials.
- Registration and Approval
3.1 Enrollment with CJ. In order to join the Affiliate Program, Publisher must first enroll as a publisher in the CJ Network and agree to the Publisher Service Agreement with CJ (“Publisher Agreement”). Publisher will not be allowed to participate in the Affiliate Program until it has agreed to the Publisher Agreement and these Terms. Nothing in these Terms limits Publisher’s liabilities or responsibilities or Invoice2go’s rights (as an Advertiser) under the Publisher Agreement.
3.2 Approval. Once enrolled with CJ, Publisher may submit an application to Invoice2go through the CJ Network to become an approved publisher eligible to refer visitors and earn Commissions. Invoice2go will have the option at its sole discretion to approve or decline Publisher’s application for any reason or no reason. If approved, Publisher will receive an acknowledgment from CJ that it has been accepted into the Affiliate Program.
- Invoice2go Materials
4.1 Access to Invoice2go Materials. Publishers who are accepted into the Affiliate Program will have access to Invoice2go Materials through the CJ Network. Publisher agrees to promptly commence displaying and promoting the Invoice2go Materials on Publisher Web Sites in accordance with these Terms following Publisher’s acceptance into the Affiliate Program.
4.2 License Grant. Subject to all of the terms and conditions of these Terms (including the Invoice2go Policies), Invoice2go hereby grants to Publisher during the Term a limited, non-exclusive, non-transferable, non-sublicensable, fully revocable, royalty-free license to display and promote the Invoice2go Materials on the Publisher Web Sites in accordance with these Terms. All use of Invoice2go Materials by Publisher (including any goodwill associated therewith) shall inure to the benefit of Invoice2go. Invoice2go may require Publisher to remove and discontinue the use of any Invoice2go Materials at any time in its sole discretion.
4.3 License Restrictions. Publisher shall not (and shall not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer Invoice2go Materials or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Invoice2go Materials by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions, and then only with prior written notice to Invoice2go); (b) distribute, sell, sublicense, rent, lease or use the Invoice2go Materials (or any portion thereof) for time sharing, hosting, service provider or like purposes; (c) remove any product identification, proprietary, copyright or other notices contained in the Invoice2go Materials; (d) modify any part of the Invoice2go Materials, create a derivative work of any part of the Invoice2go Materials, or incorporate the Invoice2go Materials into or with any other product, service or solution, except to the extent expressly authorized in writing by Invoice2go; or (e) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Invoice2go Materials.
- Notwithstanding anything to the contrary contained herein, except for the limited license rights in Section 4.2 (License Grant), Invoice2go has and will retain all rights, title and interest in and to the Invoice2go Products, Invoice2go Marks and Invoice2go Materials (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) and all modifications and derivative works thereof. Invoice2go has and will retain all rights, title and interest in and to any customer data, including any customer leads provided by Publisher. Publisher acknowledges that it is obtaining only a limited license right as specified in these Terms and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to Publisher under these Terms or otherwise.
- Publisher Activities and Restrictions
6.2 No Interstitial Content. Publisher shall ensure that any users of the Publisher Web Sites clicking on a Network Link will be taken directly to the Invoice2go Web Site, without any intervening pages, popups or other interstitial content.
6.3 No Masking Source. Invoice2go and CJ must be able to determine the source of all traffic from Publisher Web Sites. Publisher will not mask the Network Link or direct traffic to the Invoice2go Web Site using a META-refresh, and may only refer traffic using the Network Link. Any traffic from other URLs or sources or which does not contain the Network Link does not qualify for Commissions.
6.4 Frivolous Data, Spam and Falsification. Publisher shall not engage in spamming, providing false account information, falsely enticing users to make purchases on Invoice2go’s Web Site, supplying frivolous data, or artificially increasing the number of purchases on Invoice2go’s Web Sites originating from the Network Link or acting or attempting to act in any illegal, false, misleading or deceptive manner. Publisher may not market or promote the Publisher Web Sites in any way that would negatively reflect on Invoice2go.
6.5 Keyword Bidding. Publisher may not purchase or bid on Invoice2go Marks or brand names or any of the prohibited keywords or phrases specified on Exhibit A, including but not limited to, purchasing placement, results or traffic using such Marks or brand names on keyword search engine results or otherwise.
- Modifications to Invoice2go Policies and Product Terms. Invoice2go may modify the terms of any Invoice2go Product offered through the Invoice2go Web Site and any discounts or special offers that may be published by Publisher at any time. Invoice2go Products may include unique terms, and Invoice2go reserves the right to determine such terms in its sole discretion. Invoice2go may modify Invoice2go Policies from time-to-time in its sole discretion. All modifications under this Section 7 will take effect immediately upon notice to Publisher.
- Payment and Reporting. All tracking, reporting and Commission payouts for the Affiliate Program will be managed by CJ through the CJ Network. Any disputes will be handled in accordance with the terms of the Publisher Agreement.
- Term and Termination
9.1 Term. These Terms will take effect upon Publisher’s acceptance into the Affiliate Program and will continue until terminated by either party in accordance with this Section 9 (the “Term”).
9.2 Termination. Invoice2go may terminate these Terms: (i) for any or no reason upon seven (7) days’ written notice or (ii) immediately for any breach by Publisher of Section 4.3 (License Restrictions) or Section 6 (Publisher Activities and Restrictions) or any other material breach by Publisher of these Terms or the terms of the Publisher Agreement. Publisher may terminate these Terms for any or no reason upon fifteen (15) days’ written notice to Invoice2go.
9.3 Effect of Termination. Upon any expiration or termination of these Terms, (a) all licenses to Invoice2go Materials automatically terminate and Publisher shall immediately remove all Invoice2go Brand Content and Network Links from Publisher Web Sites and (b) Invoice2go shall only be responsible for outstanding Commissions due to Publisher at the time of termination (unless such termination is for cause, in which no Commissions will be payable upon termination). Termination is not an exclusive remedy and the exercise by either party of any remedy under these Terms will be without prejudice to any other remedies it may have under these Terms.
9.4 Survival. Sections 2 (Definitions), 4.3 (License Restrictions), 5 (Ownership), 6 (Publisher Activities and Restrictions), 7 (Modifications to Affiliate Program and Terms), 9 (Term and Termination), 10 (Warranty Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 13 (Confidential Information) and 14 (General) will survive any termination or expiration of these Terms.
- Warranty Disclaimer. THE INVOICE2GO WEB SITE, INVOICE2GO PRODUCTS AND INVOICE2GO MATERIALS ARE PROVIDED “AS IS”. INVOICE2GO DOES NOT MAKE AND HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY REPRESENTATIONS, WARRANTIES AND COVENANTS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
- Limitation of Liability. INVOICE2GO SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, INVOICE2GO’S ENTIRE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT PAYABLE BY INVOICE2GO TO PUBLISHER UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE INCURRING OF ANY SUCH LIABILITY. The parties agree that the limitations specified in this Section 11 will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
12.1 Indemnification Obligation. Publisher hereby agrees to defend, indemnify and hold harmless Invoice2go, its affiliates, and each of their respective officers, directors, employees, representatives, licensees and agents, from and against and in respect of any and all claims, demands, actions, losses, liabilities, costs, expenses and damages of any kind or nature (including, but not limited to, reasonable attorneys fees) (collectively, “Claims”) arising out of or in connection with: (a) the Publisher Web Sites (including, without limitation, any claim for infringement, misappropriation or violation of any intellectual property rights or privacy or publicity rights of any third party); (b) a breach or alleged breach of Publisher’s obligations, representations or warranties under these Terms (including the Invoice2go Policies); or (c) the negligent, willful or reckless acts or omissions, dishonesty or fraud of or by Publisher or its agents, employees or representatives, including without limitation, any resulting personal injury or property damage.
12.2 Procedures. The obligation of Publisher to indemnify Invoice2go under this Section 12 is subject to: (a) Invoice2go giving prompt written notice to Publisher in the event that it becomes aware of a Claim or the reasonable likelihood of a Claim; and (b) Invoice2go reasonably cooperating with Publisher (at Publisher’s request and expense) in responding to, defending (and if applicable, settling) any such Claim. Invoice2go may participate in the defense (and settlement) of any such Claim with counsel of its own choosing at its own cost and expense. Publisher shall not settle any Claim without Invoice2go’s prior written consent if the settlement requires Invoice2go to admit any liability, take any action, refrain from taking any action or make any payment that is not reimbursed by Publisher.
- Confidential Information.
13.1 Non-Disclosure and Non-Use. Each receiving party (“Receiving Party”) agrees that all technology, code, inventions, trade secrets, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified in writing as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. The data with respect to traffic on the Invoice2go Web Site, data with respect to any Invoice2go customers, data with respect to Commissions payable under the Affiliate Program and any not previously publicly disclosed information about Invoice2go’s business, finances, information, systems, products, services or technology provided by Invoice2go to Publisher under these Terms shall be deemed Confidential Information of Invoice2go without any further marking or designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms.
13.2 Exceptions. The Receiving Party’s confidentiality obligations shall not apply to information that the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by employees of the Receiving Party who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).
13.3 Equitable Relief. The Receiving Party acknowledges that disclosure of Confidential Information may cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any actual or threatened disclosure by the Receiving Party, the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
13.4 Return or Destruction. Upon termination of these Terms for any reason, or upon earlier request by Invoice2go, Publisher shall promptly destroy or (if requested) return to Invoice2go all documents or materials of any nature in Publisher’s possession, custody or control (regardless of the media in which such documents or materials are stored) that have been furnished by Invoice2go to Publisher, or reproduced or developed by Publisher or its subcontractors based on Invoice2go’s Confidential Information.
14.1 Assignment. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party shall assign these Terms (or any part thereof) without the prior written consent of the other party, except that Invoice2go may assign these Terms to an affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets and/or voting securities. Any attempt to transfer or assign these Terms except as expressly authorized under this Section 14.1 will be null and void.
14.2 Severability. If any provision of these Terms is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that these Terms shall otherwise remain in effect.
14.3 Governing Law; Jurisdiction and Venue. These Terms and all related actions and proceedings shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to the subject matter hereof shall be the California state and United States federal courts located in San Francisco, California, and each party hereby submits to the personal jurisdiction of such courts.
14.4 Notices. Any notice hereunder shall be in writing to the notice address set forth above (as such address may be updated from time-to-time pursuant to this Section 14.4) and shall be deemed given: (a) upon receipt if sent by personal delivery; (b) upon receipt if sent by certified or registered U.S. Mail (return receipt requested); or (c) upon receipt if sent by a major commercial express delivery service (e.g., UPS or FedEx).
14.5 Amendments; Waivers. Except as otherwise provided herein, no supplement, modification or amendment of these Terms shall be binding unless executed in writing by a duly authorized representative of each party to these Terms. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
14.6 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under these Terms if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.
14.7 Independent Contractors. The parties to these Terms are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
14.8 Publicity. Publisher will not, without in each case Invoice2go’s prior written consent, (a) publicly announce the parties’ relationship, or (b) except as expressly set forth in Section 4.2 (License Grant), use Invoice2go Materials in any manner, including without limitation, on any Publisher Web Site, customer lists or in verbal/written presentations.
14.9 No Exclusivity. Nothing in these Terms shall be construed to limit Invoice2go’s right to enter into linking, affiliate or similar agreements with other companies.
14.10 Entire Agreement. These Terms (including the Invoice2go Policies) and any other documents expressly referenced herein constitute the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of these Terms. In the event of any conflict between these Terms and the Publisher Agreement, the Publisher Agreement will prevail and take precedence over these Terms, but only to the extent of the conflict.
Publisher Web Site Guidelines & KEY WORD RESTRICTIONS
- Content Restrictions. the Publisher Web Sites may not promote or contain content (including any advertising content) referencing, facilitating, promoting or using, the following:
- Adult content, including nudity, sexual terms or images of people in positions or activities that are excessively suggestive or sexual;
- Obscene, indecent, gratuitously violent, defamatory, libelous, slanderous, misleading, deceptive, fraudulent or unlawful content;
- Content that infringes upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary right, or that is deceptive or fraudulent;
- Liquor, beer, wine or other alcoholic beverages or sale of tobacco products, illicit drugs, ammunition and/or firearms;
- Gambling, including without limitation, any online casino, sports books, bingo or poker;
- Inflammatory religious content;
- Politically religious agendas and/or any known associations with hate, criminal and/or terrorist activities;
- Political content that exploits political agendas or uses "hot button" political issues for commercial use regardless of whether the Publisher has a political agenda;
- Hate speech, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, marital status, sexual orientation or language of such individual or group;
- Illegal activity and/or illegal contests, pyramid schemes or chain letters;
- Content from uncertified pharmacies;
- Sale or use of web cams or surveillance equipment for non-legitimate use; or
- "Spam" or other advertising or marketing content that violates applicable laws, regulations or industry standards.
- Functionality/Features Restrictions. the Publisher Web Sites may not:
- Be designed to resemble any Invoice2go Web Site or mislead visitors into believing they are actually visiting an Invoice2go Web Site;
- Contain functionality that requests or collects usernames or passwords used on the Invoice2go Web Site;
- Collect or receive any payments from any third party in connection with any Invoice2go Product or include any Invoice2go Product in any type of paid, incentive, or loyalty program without Invoice2go’s prior written consent;
- Disregard or circumvent any technical measures instituted by Invoice2go to ensure that the Network Link only provides users with access to Invoice2go content that they would otherwise be able to view on the Invoice2go Web Site in accordance with any user privacy settings;
- Contain or distribute any software that, in connection with Invoice2go Materials: (a) "sneaks" onto a user's system and performs activities hidden to the user; (b) may alter, harm, disable or replace any hardware or software installed on user's computer without express permission from the user; (c) is bundled as a hidden component of other software, whether free or for a fee; (d) automatically downloads without the user's express prior approval; (e) contains viruses, worms, defects, Trojans, malware or other harmful computer code; or (f) presents any download dialog boxes without a user's express action (i.e., a click) to perform a download;
- Use Invoice2go Materials, or express or imply any endorsement by or affiliation with Invoice2go, without the prior written approval of Invoice2go;
- Be designed or used for the primary purpose of facilitating unauthorized distribution of copyrighted content; or
- Be promoted or marketed in any way as a means to distribute copyrighted content without authorization.
- Prohibited Keywords. Publisher will not buy or bid on keywords and/or phrases that contain the following:
- invoice 2 go
- invoice2 go
- invoice 2go
- invoice to go
- invoice togo
- invoices to go
- invoices 2 go
- invoices 2go
- invoice two go