I. About the Referral Program's General Conditions
The RPGC govern the relationship between the Sponsor and EASYBILL INC, a Delaware corporation with its principal place of business located at 60 Broad Street, Suite 3502, New York, NY 10004 (“EASYBILL INC”).
The Sponsor acknowledges having read and accepted the terms of the RPGC without reservation, that he/she validated the Account when it was created by checking the box establishing the proof of their acceptance.
The RPGC may be consulted at any time by the Sponsor from their Sellsy Account (from the "Settings - Referral" menu). EASYBILL INC may at any time and at its discretion make changes subject to notifying the Sponsor by any means, including by email.
Terms in upper case letters in the RPGC have the following meanings:
Account refers to a valid and paying account of a Sponsor giving access to EASYBILL INC’s services and in particular to Sellsy;
Commission refers to the amount, excluding taxes, paid in dollars to the Sponsor of EASYBILL INC in the event of Subscription to Sellsy by one of their referrals, subject to its final acceptance by EASYBILL INC;
Party (ies) individually refers to EASYBILL INC or the Sponsor and collectively to EASYBILL INC and the Sponsor;
Promotional Tools refer to all elements (logos, banners, etc.) made available by EASYBILL INC to the Sponsor to promote Sellsy;
Referral refers to the legal entity subscribing to Sellsy with the Referral Link of a Sponsor or by any other means accepted by EASYBILL INC;
Referral Link refers to the link generated by EASYBILL INC and specific to the Sponsor, which is accessible from the Account and which he/she may share with third parties for Subscription;
Referral Program refers to the referral program offered by EASYBILL INC free of charge and governed by the RPGC, enabling the Sponsor, to the extent that the conditions are met, to receive Commissions;
RPGC refers to these general conditions of affiliation governing the contractual relationship between EASYBILL INC and the Sponsor within the framework of the Referral Program;
Sellsy refers to the software belonging to EASYBILL INC, accessible as a "software as a service" (SaaS), from a mobile application or by an application programming interface (API) and giving access to the services offered by EASYBILL INC;
Sponsor refers to a legal entity client of EASYBILL INC, having a valid and paying Account and subject to Sellsy’s general conditions of use, registered in the Referral Progrm under the terms of Article III in the RPGC. In the event that the Referral Program is put in place by an employee or other person appointed by a customer of EASYBILL INC, he/she is guaranteed to be authorized to conclude for the name of the legal entity concerned;
Subscription refers to the subscription request made by a referral to EASYBILL INC in order to have an Account and access to Sellsy. For the Subscription to be effective, it must be accepted by EASYBILL INC.
III. Referral Program Registration by the sponsor
3.1 Registration Details
Any entity that has a valid Account is automatically a member of the Referral Program without any obligation to participate.
Registration for the Referral Program is made exclusively upon the Sponsor's option:
- by sharing the Referral Link on his/her Account;
- by entering contacts in "Provide us with your contacts" in the Selly customer space.
No commission will be paid in the event of failure to meet the conditions above.
3.2 Sponsor's Commitments
If he/she wishes to participate in the Referral Program, the Sponsor agrees to:
- Provide EASYBILL INC with all true and accurate information, including information regarding its legal identification;
-Comply with its obligations under the RPGC;
-Ensure that Sellsy is promoted fairly.
EASYBILL INC reserves the right to accept or not the participation of a Sponsor in the Referral Program, in particular if the Sponsor, who plans to use the Promotional Tools, publishes sites of an illegal nature, including illegal or unlawful content in accordance with the laws and regulations in force and the rights of third parties (such as racist, defamatory or incitement to any form of discrimination or extremism) or that may harm Sellsy’s image (including pornographic content).
No provision of the RPGC shall be construed as conferring on the Sponsor the status of representative or agent of EASYBILL INC or conferring on him any power to hold EASYBILL INC liable.
The Sponsor is not in any way mandated to compel third parties to EASYBILL INC in any way, including its affiliates.
IV. Terms and conditions of the promotion of Sellsy by the sponsor throught the referral program
4.1 EASYBILL INC's commitments to enable the Sponsor to promote Sellsy are in accordance with the Referral Program
Each Sponsor has a Referral Link to be sent to third parties as well as Promotional Tools for marketing purposes (such as logos and banners) from their Account.
EASYBILL INC shall make their best efforts to ensure the effectiveness of the Referral Link.
The Sponsor may contact EASYBILL INC for further Promotional Tools without EASYBILL INC being obligated to provide them.
EASYBILL INC agrees to use the information provided by the Sponsor in compliance with the Referral Program. The personal data that may be transmitted by the Sponsor shall be processed in accordance with the Sponsor’s request for the sole purpose of sending emails or making telephone contacts for commercial prospecting and shall not be retained by EASYBILL INC for anything other than commercial prospecting.
In the event of a Subscription validation by EASYBILL INC, EASYBILL INC shall pay the Commission to the Sponsor under the conditions defined in Article 5 of the RPGC.
4.2 Sponsor Behaviors Authorized by EASYBILL INC as part of the Referral Program
When the Sponsor actively participates in the Referral Program, EASYBILL INC authorizes he/she to promote Sellsy, on a non-exclusive basis, by:
- Reproducing on their website and websites published by third parties (in compliance with their general conditions of use) or by sharing the Referral Link and/or the Promotional Tools that are accessible from his or her Account or by the share buttons from their social media accounts opened in their name;
- Sending invitation emails to subscribe to Sellsy to any legal entity(ies) belonging to his/her professional circle, family and/or friends: the contents of the email written by EASYBILL INC may be modified by the Sponsor and must contains the Referral Link;
- Communicating the contact details of any legal entity(ies) belonging to his family circle and/or his circle of friends who may be interested in Sellsy, to EASYBILL INC with the forms available on his/her Account.
When submitting the Referral Link and/or Promotional Tools on the Internet, including on their website or social media, the Sponsor agrees to verify that:
- The Promotional Tools do not contain illegal content (including racist, defamatory and denigrating content) or pornographic content or which may devalue the image of Sellsy and EASYBILL INC;
- The website or social media publisher has authorized the publication of promotional links on their site;
- That he/she does not breach applicable law or regulations.
When the Sponsor promotes Sellsy by email, he/she must under no circumstances:
- Send emails that could resemble spam by their repetitive nature. The Sponsor engages to ensure compliance with the law no. 78-17 of January 6, 1978, the French Data Protection Act, in particular with regard to the collection and processing of personal data;
- Send promotional emails to people outside his/her professional circle, family and/or friends;
- Delete, remove, or modify the Referral Link in emails sent to third parties;
- Add illicit messages in emails sent to promote Sellsy, including defamatory, abusive, denigrating, etc., messages unrelated to Sellsy or messages promoting EASYBILL INC's competing products and/or services.
V. Easybill Inc payment terms from the commission to the sponsor
5.1 Obligatory Validation of the Subscription of the Referral by EASYBILL INC
The Commission is payable under the conditions defined below when the referral subscribes to Sellsy with the Referral Link by opening a paying Account. The Sponsor shall not receive a Commission:
-If he has not registered in accordance with the terms of Article 3.1 of the RPGC;
- If he is not up-to-date with his payments in respect of EASYBILL INC or if he no longer has a valid, paying Account. In this case, the Sponsor shall not be able to propose a referral to a company in the same group of the Sponsor or an affiliate or subsidiary of the Sponsor in accordance with the provisions of Article L.233-1 of the French Commercial Code;
- In the event of a renewal of a referral’s Subscription to Sellsy;
- When additional licenses and/or units are added by a referral.
EASYBILL INC remains free to accept or not the Subscription of a referral without having to justify its decision to the Sponsor.
In the event that a referral cancels the Subscription or obtains a refund of its payment for any reason whatsoever, the Sponsor loses the right to the Commission concerned or, if he/she has already received it, he/she shall have to reimburse the Commission to EASYBILL INC.
5.2 Terms of Payment of the Commissions to the Sponsor by EASYBILL INC
From the interface of their Account, Sponsors may consult the list of their referrals and their Commissions.
In consideration for a Subscription of a referral of Sellsy, in the event that they are accepted by EASYBILL INC, the Sponsor shall be compensated by EASYBILL INC in the form of a Commission.
The Commission shall be calculated in increments based on (i) the number of Subscriptions of Referrals through the Referral Link, taken in chronological order, and (ii) the amount before tax of the Annual Subscription (Without option and excluding any purchase of additional products or services such as credits or training) ("Base") under the conditions set out below:
Number of subscriptions
Amount excluding taxes of the Sponsor’s Commission for the range concerned
From one (1) to nine (9) subscriptions
Twenty (20) % of the Base
From ten (10) to nineteen (19) subscriptions
Twenty-five (25) % of the Base
More than twenty (20) subscriptions
Thirty (30) % of the Base
The Commission shall only be applicable for the first year of the Subscription. Any renewal, whether it is a Subscription or the annual Subscription of a referral subscribing to Sellsy, does not entitle any additional Commission for the Sponsor. In the case of a multi-year membership of the referral, the Commission awarded to the Sponsor shall be calculated only on the first year of Subscription.
Prior to their payment, the Commission are put on hold and appear in the "commissions to be requested" page of the Account.
The Commission shall not be received by the Sponsor until they have specifically requested it with the "request for commission" page and provided that:
- The Sponsor has registered in accordance with the terms and conditions listed in section 3.1 of the RPGC;
- The referral has paid the entire invoice(s) for the Subscription (in the case of a repayment schedule, the payment of the Commission may only take place after payment of the last payment);
- The total sum of eligible Commission exceeds thirty (30) euros;
- It shall send EASYBILL INC a valid invoice equal to the amount of the Commission due;
- They are solicited before the expiry of a period of one (1) calendar year from the actual payment by the referral. After one (1) year, the Sponsor may no longer ask for the transfer of the Commission and loses all rights to the Commission;
- The Sponsor is up-to-date with the payment of invoices from EASYBILL INC.
EASYBILL INC shall make payment within fifteen (15) days upon receipt of the Sponsor's invoice
VI. Duration of the Referral Program
The Referral Program is made on a non-exclusive basis and for an indefinite period to the extent that the Sponsor holds a valid Account and participates with EASYBILL INC's agreement in the Referral Program.
VII. Intellectual Property
Sellsy and the Promotional Tools belong to EASYBILL INC and may be protected by intellectual property rights. The Sponsor is authorized to use the Promotional Tools within the limits granted by the RPGC. All rights are reserved that are not expressly granted to the Sponsor by the RPGC.
For the duration of the RPGC, EASYBILL INC grants to the Sponsor the right to distribute the Promotional Tools on the Internet, which may include the trademarks, names, logos, and slogans belonging to it, in accordance with the instructions provided by EASYBILL INC regarding the use of these items and only for the Referral Program.
Except for the right of use mentioned above, the RPGC do not grant the Sponsor any other intellectual property rights and in particular no rights to the technical and commercial documentation provided by EASYBILL INC which remains the sole and exclusive property of EASYBILL INC.
EASYBILL INC reserves the right to modify the content of Sellsy at any time without notice, and the Sponsor shall be held harmless to that effect.
VIII. Responsabilities and Warrenties of Easybill Inc
8.1 Responsibilities and Warranties of EASYBILL INC
EASYBILL INC does not guarantee that Sellsy is free from any anomalies or errors and that Sellsy shall operate without interruption or malfunction.
Sellsy updates may take place on any day and may cause a service interruption for a short time.
EASYBILL INC reserves the right to interrupt Sellsy to carry out a technical maintenance or improvement intervention in order to ensure the proper functioning of Sellsy, regardless of the time and duration of the intervention. The interruption shall not give rise to any indemnity for the Sponsor.
EASYBILL INC makes no guarantees as to the performance or outcome of the Referral Program or that third parties shall subscribe to Sellsy from the Referral Link.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROMOTIONAL TOOLS AND THE REFERRAL PROGRAM, AS PROVIDED BY EASYBILL INC, ARE PROVIDED AND LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. EASYBILL INC DOES NOT WARRANT THAT THE USE OF PROMOTIONAL TOOLS SHALL BE UNINTERRUPTED OR ERROR-FREE.
In no event shall EASYBILL INC be directly or indirectly liable for any damages to Sponsors or any third party due to Sponsors' fault or their use of the Promotional Tools.
EASYBILL INC reserves the right to stop the posting of the Referral Program without notice or compensation.
8.2 Sponsor's Responsibilities and Guarantees
The Sponsor agrees to distribute the Referral Link and Promotional Tools under its sole and entire responsibility in accordance with applicable legislation and usage.
The Sponsor guarantees that any participation in the Referral Program shall be carried out in compliance with the laws in force and with the terms and conditions of use of social networks and that it complies with the legislation relating to the protection of personal data.
The Sponsor guarantees that it shall not modify the Promotional Tools without EASYBILL INC’s prior written consent.
The Sponsor shall indemnify EASYBILL INC (and its affiliates, officers, directors, employees, and agents) from and against any claim or demand, including lawyers' fees, from any third party arising out of the violation of the RPGC, the Referral Program, Promotional Tools, and Referral Link or any violation of any law or the rights of any third party.
IX. End of the Referral program
The cancellation by the Sponsor of its Subscription to Sellsy automatically entails the end of the Referral Program.
If he/she no longer wishes to benefit from the Referral Program, the Sponsor is invited to no longer promote Sellsy.
If the Referral Program is terminated for any reason whatsoever, the Commission validated by EASYBILL INC shall be paid to the Sponsor until the date of the termination, provided that the request is made under the conditions stipulated by the RPGC.
As a result of the end of the Referral Program, the Sponsor shall no longer be able to reproduce the Referral Link and Promotional Tools or send emails for the promotion of Sellsy.
X. Various Clauses
10.1 Survival of certain items after the end of the Referral Program. Sections 5, 7, 8 and 10 shall survive the expiration or termination of the Referral Program or the RPGC.
10.2 RPGC in its entirety. RPGC represent the entire agreement of the Parties with respect to its purpose and may be amended only by a written instrument signed by the Parties.
10.3 Contradiction. In the event of any inconsistency between the terms of the RPGC and the particulars appearing on Sellsy, it is expressly agreed that the stipulations of the RPGC shall prevail.
10.4 Invalidity. If one or more RPGC provisions are declared invalid, the others shall retain their full force and effect. In that case, the Parties shall, if possible, replace this canceled provision with a valid provision corresponding to the spirit and purpose of the RPGC.
In the event of legal cancellation of a RPGC clause for any reason whatsoever, the court shall have to substitute a clause of an equivalent effect within the framework of its power of interpretation.
10.5 Non-waiver. Should one of the Parties fail to invoke of one of the stipulations of the RPGC, this shall not be considered or interpreted as a waiver of its benefit.
10.6 Absence of subordination. The RPGC shall not create any relationship of subordination between the Parties which retain their full autonomy with respect to each other.
10.7 Good faith. The Parties expressly agree to execute the RPGC in good faith and with loyalty.
10.8 Intuitu personae. As the Referral Program is characterized by a strong intuitu personae, the Referral is prohibited from transferring all or part of its rights or obligations to any third party.
XI. Applicable Law and Disputes
The RPGC are subject to French law.
ANY DISPUTE ARISING OUT OF THEIR VALIDITY, INTERPRETATION OR EXECUTION SHALL FALL UNDER THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE PARIS COURT OF APPEAL, NOTWITHSTANDING THE INTRODUCTION OF THIRD PARTIES.