Last Modified: 5/27/24

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.