·Terms of Service - Solutions Partner Program

·Last Updated: August 8, 2024

·PLEASE READ THESE REFERRAL PROGRAM TERMS (THIS "AGREEMENT") CAREFULLY. BY APPLYING TO OR PARTICIPATING IN THE SOLUTIONS PARTNER PROGRAM (THE "PROGRAM") AND/OR BY CLICKING A BUTTON AND/OR CHECKING A BOX MARKED "CONFIRM," "I AGREE," OR SOMETHING TO THAT EFFECT, YOU (AS DEFINED BELOW) SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ALL TERMS INCORPORATED HEREIN BY REFERENCE. NOTE THAT THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE IN SECTION 12.2 (THE "ARBITRATION AGREEMENT") AND A CLASS ACTION/JURY TRIAL WAIVER CLAUSE IN SECTION 12.3 (THE "CLASS ACTION/JURY TRIAL WAIVER") THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS (AS DEFINED BELOW), YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN DO NOT PARTICIPATE (OR CONTINUE TO PARTICIPATE) IN THE PROGRAM. This Agreement applies to each individual or entity ("Solutions Partner," "you," or "your") participating in the Program, which is operated by ZenLeads Inc. dba Apollo.io ("Apollo," "us," "we," or "our"). This Agreement complements, and hereby incorporates by this reference, Apollo's Terms of Service, currently available at https://www.apollo.io/terms, as they may be updated from time to time ("Terms of Service"). In the event of any conflict or inconsistency between the Terms of Service and this Agreement, this Agreement will control to the extent of such conflict or inconsistency. If you are a company, organization, or other entity ("Entity Solutions Partner"), then (a) you are solely responsible for all acts and omissions of your employees, contractors, agents, and other representatives (collectively, "Solutions Partner Representatives"), and any act or omission by a Solutions Partner Representative that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you; and (b) you will make each Solutions Partner Representative aware of this Agreement's provisions, as applicable to such Solutions Partner Representative, and you will cause each Solutions Partner Representative to comply with such provisions.

11. Program Enrollment & Eligibility

·To apply for participation in the Program, you must: (a) agree to this Agreement; (b) submit an application to participate in the Program using a corporate email address; and (c) provide a valid account for a payment processor (such as PayPal or Stripe) acceptable to us, in our sole discretion ("Payment Method") (collectively, the "Enrollment Requirements"). After your completion of the Enrollment Requirements, you may be accepted into, and enrolled in, the Program. Acceptance into and continued participation in the Program may be granted, denied, withheld or revoked in our sole discretion as Apollo reserves the right to re-evaluate your enrollment in the Program at any time. Solutions Partner Representatives who complete the Enrollment Requirements on behalf of an Entity Solutions Partner must be authorized to agree to this Agreement on the Entity Solutions Partner's behalf. You are not eligible to rejoin the Program if you were previously removed from the Program by Apollo.

22. Representations & Warranties

·By participating in the Program, you represent and warrant the following:

• 1you will satisfy all of your obligations under this Agreement in a manner consistent with all applicable local, state, and federal laws, rules, and regulations (collectively, "Applicable Laws");
• 2you have the authority to bind yourself or if applicable a Solutions Partner to this Agreement without the approval or consent of any other party;
• 3the performance of your obligations under this Agreement do not and will not constitute a breach of, or conflict with, any other agreement or arrangement by which you are bound;
• 4you have express permission and all necessary rights to use reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of (as applicable) any and all materials (such as text, images, graphics, illustrations, logos, trademarks, and service marks) that are owned by third parties and that you use in connection with the Program and/or the Solutions Partner Channel(s); and
• 5neither the Solutions Partner Channel nor any advertising materials and/or other materials you create, author, and/or use in connection with the Program (collectively, "Solutions Partner Materials") will infringe on our or anyone else's copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights (collectively, "Intellectual Property Rights"), publicity rights, privacy rights, or other rights;
• 6you have sufficient right, title, and interest in and to the rights granted to us in this Agreement such that the rights you grant are valid, complete, and do not and will not infringe any third-party rights, nor violate any Applicable Laws; and
• 7you will not, directly or indirectly, (i) engage in any unfair, anti-competitive, unethical, misleading, or deceptive acts or practices in connection with this Agreement and/or the Program, including, without limitation, any acts that are or might be detrimental to the public or to the goodwill or reputation of Apollo, our products and/or services, the Program, and/or the Licensed Materials, including any dissemination, display, or use of any false, misleading, or deceptive representations, depictions, or materials for or in connection with the Program; (ii) make any promises, representations, warranties, or other commitments: (A) actually, apparently, or impliedly on Apollo's behalf, or (B) concerning or relating to our products or services that are neither consistent with the Terms of Service nor pre-approved by Apollo in writing; or (iii) make any payments or gifts, or offers or promises of payments or gifts, of any kind, directly or indirectly, to any official of any foreign government or any agency or instrumentality thereof in connection with this Agreement and/or the Program.

·A breach of the above representation and warranty is a material breach of this Agreement and will result in immediate removal from the Program. You are prohibited from advertising to, or otherwise engage in commercial activities with, persons or businesses residing in Prohibited Countries while participating in the Program.

33. Commissions

• 1Referrals Process. If you are accepted into, and enrolled in, the Program, you will receive a unique URL ("Solutions Partner Link") that you may display on your website(s), social media page(s), and/or other applicable channel(s) (collectively, including the content contained therein, "Solutions Partner Channels"), in order to facilitate referrals. Use of the Solutions Partner Link on Solutions Partner Channels and referrals made through the Solutions Partner Link are subject to the terms and conditions of this Agreement and any other guidelines we may make available to you. Each entity that, within ninety (90) days of clicking on your Solutions Partner Link, subscribes to a paid plan for Apollo services described at https://www.apollo.io/pricing (each such entity, a "Customer," and, each such paid plan, a "Subscription"), is a successful referral ("Referral"). For each Referral you will receive twenty percent (20%) of the of the revenue actually received by Apollo, excluding any applicable taxes, refunds, chargebacks, reversals, costs of collection, and the like, for each of the Customer's Subscriptions so long as the Customer maintains an active Subscription with Apollo ("Commission"). As a Program participant, you will receive access to a dashboard designed to assist you in tracking clicks on your Solutions Partner Link, Referrals, and your eligibility for Commissions (the "Dashboard"). For clarity,. Apollo is not obligated to provide any payment or compensation of any type beyond that of earned Commissions, if any.
• 2Exclusions. Notwithstanding anything to the contrary in this Agreement, you will not be entitled to, and Apollo will be under no obligation to pay Commissions under the following circumstances:
• 2.1if such payment would constitute a violation of any Applicable Laws, or if we deem, in our sole discretion, that you violated any terms of this Agreement;
• 2.2if the Customer is a past or current customer of any Apollo products and/or services at the time of such Customer's clicking on your Solutions Partner Link
• 2.3if Apollo has already been engaged in communications with the Customer at the time of such Customer's clicking on your Solutions Partner Link;
• 2.4if the entity referred does not meet the above definition of "Customer";
• 3Limitations. Notwithstanding anything to the contrary in this Agreement, payment of Commissions will be subject to the following limitations:
• 3.1Any payments made by a Customer to Apollo for products and/or services other than the Subscription (including, without limitation, support, implementation, and/or training services) are not eligible for, and will not be included in the calculation of, Commissions.
• 3.2The right to receive Commissions for a Referral will cease effectively upon the earliest of: (A) upon termination of the applicable Subscription, (B) the termination of this Agreement, and (C) the termination of your participation in the Program (whether you withdraw from the Program, or we terminate your participation).
• 3.3The Commission will be attributable only to the last Solutions Partner Link on which the applicable Customer clicked before purchasing the Subscription. For example, if a prospective Customer clicks on a Solutions Partner Link provided by Solutions Partner X, but then clicks on a Solutions Partner Link provided by Solutions Partner Y and purchases a Subscription, then Solutions Partner Y will receive the full Commission applicable to such Subscription, even if the Subscription purchase is within ninety (90) days of the date on which such Customer clicked on Solutions Partner X's Solutions Partner Link and Solutions Partner X meets all other conditions set forth in this Agreement regarding Commissions. Commissions will not be split or transferred under any circumstances.
• 4Payment of Commissions. Commissions earned for each Referral will become payable thirty (30) days after Apollo's receipt of payment for the applicable Customer's Subscription. After this thirty (30) day period, the Commission will appear within the Dashboard (with the exception of holidays, weekends, and company closures, in such cases the Commission will appear on or about the next business day).
• 5Customer Refunds. If a refund is issued to a Customer (including, without limitation, due to such Customer's cancellation of its Subscription), or a payment from a Customer is charged back or reversed, after the Commission associated with such payment by Customer has already been made available in your Payment Method, then Apollo will, at its option: (i) debit your Payment Method for an amount equal to such refund, chargeback, or reversal amount, (ii) reduce or set off against any future Commissions due to you hereunder by an amount equal to such refund, chargeback, or reversal amount, or (iii) invoice you for an amount equal to such refund, chargeback, or reversal.
• 6Taxes. You are solely responsible for all taxes, duties, excises, and other charges imposed by any government entity, and for any and all reporting requirements, related to your Commissions. Apollo may withhold from any amounts due to you hereunder (or, when appropriate, invoice you for) any applicable taxes, refunds, chargebacks, reversals, costs of collection, and the like that are assessed against Apollo at any time in connection with Commissions. Notwithstanding anything to the contrary herein, you may be required to provide information and/or to complete and provide tax documentation (including, without limitation, a completed IRS Form W-9 or W-8BEN) as a condition to receiving Commissions, and you will provide any and all information and/or documentation reasonably requested by Apollo to comply with any tax reporting obligations of any jurisdiction. You understand and acknowledge that Apollo may issue a Form 1099 in the event that Commissions equal $600 (or the then-current minimum amount established by the IRS for 1099 reporting) or more in a given year.

44. Program Rules

·In order to remain in the Program you must comply with all of the requirements and restrictions outlined in this Section. Failure to comply with the requirements and restrictions of this Section is a material breach of the Agreement and shall result in immediate removal from the Program.

• 1Compliance with Law. Your actions in connection with the Program including but not limited to your use of the Solutions Partner Link, the Solutions Partner Channel(s), and any Solutions Partner Materials do not and will not violate any Applicable Laws, including, without limitation, the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council, and any other applicable data protection or privacy laws (collectively, "Privacy Laws"); the CAN-SPAM Act and the Telephone Consumer Protection Act; the U.S. Federal Trade Commission's ("FTC") Guides Concerning the Use of Endorsements and Testimonials in Advertising and guidance on Cross-Device Tracking the Digital Advertising Alliance's Self-Regulatory Principles for Online Behavioral Advertising, Principles of Transparency and Control to Data Used Across Devices, and Self-Regulatory Principles to the Mobile Environment and all applicable sanctions programs administered by, and restrictions imposed by, OFAC.
• 2General Restrictions. Program participants are prohibited from engaging in the following activities:
• 2.1Solutions Partner Link manipulation or modification of any kind;
• 2.2Engage in any behaviors that are fraudulent, abusive, or harmful to Apollo (including, without limitation, the Site (as defined below)) and/or the Program, as determined by us in our sole discretion;
• 2.3Utilizing a Solutions Partner Channel that in any way copies, resembles, or mirrors the look and feel of Apollo's website, (including any successor and related sites, the "Site"), and creating the impression that any Solutions Partner Channel is the Site or any part of the Site, including by framing of the Site in any manner;
• 2.4Engaging in cookie stuffing or including pop-ups or false or misleading links on any Solutions Partner Channel, as well as attempting to mask the referring URL information (i.e., the page from which the click is originating);
• 2.5Using your Solutions Partner Link to purchase a Subscription (A) for your entity or your parent, subsidiary, or Solutions Partner entities, or (B) for yourself, your employer, or any other organization to which you provide services;
• 2.6Sending your Solutions Partner Link or any marketing messages in connection with the Program to any third party via SMS or text message;
• 2.7Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking);
• 2.8Sending unsolicited bulk-emails (spam) that contain your Solutions Partner Link or otherwise in connection with the Program;
• 2.9Displaying your Solutions Partner Link on sites and/or apps that contain or reference, nudity, pornography or other sexually explicit materials; weapons or graphic violence (including any violent video game images); alcohol, drugs, tragedy, transportation accidents, sensitive social issues, fake news, or gambling; or content that is offensive, obscene, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), that is solicitous of any unlawful or offensive behavior, or that may create a risk or threat of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to any person or animal (collectively, "Offensive and Harmful Materials"), in each case as determined by us in our sole discretion;
• 2.10Utilizing a Solutions Partner Channel and/or Solutions Partner Materials that contain or reference Offensive and Harmful Materials;
• 2.11Offering any discount, coupon, free trial, promo code, or other promotional offer in relation to the Program or any Subscription that is not expressly authorized by Apollo in writing in advance;
• 2.12Utilizing a Solutions Partner Channel and/or Solutions Partner Materials that contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to, or are likely to, damage, interfere with, surreptitiously intercept, or expropriate any system, data, or Personal Information (as defined below);
• 2.13Utilizing a Solutions Partner Channel and/or Solutions Partner Materials that contain software, or use technology, that attempts to intercept, divert, or redirect Internet traffic to or from any other website, or that potentially enables the diversion of Solutions Partner payments from another website, including, without limitation, toolbars, browser plug-ins, extensions, and add-ons; and
• 2.14Promoting any Apollo products or services through a sub-Solutions Partner network, unless expressly permitted in writing by Apollo
• 3Pay-Per-Click ("PPC") Restrictions. "Restricted Terms" as used in this Section and elsewhere in the Agreement shall refer to the use of Apollo, apollo.io. ZenLeads Inc., ZenLeads, and any variations or alternative spellings of the foregoing, accompanied by any of the following terms "coupon," "discount code," "discount," "promo code," "promo," "sale(s)," and/or "deal(s)." Solutions Partners are subject to the following PPC Restrictions:
• 3.1You may not bid on any Restricted Terms, including any variations or alternative spellings thereof, for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook, or any other network.
• 3.2You may not use any Restricted Terms, including any variations or alternative spellings thereof, in sequence with any other keyword.
• 3.3You may not use any Restricted Terms in your ad title, ad copy, or display name, or as the display URL of any Solutions Partner Channel.
• 3.4You may not use any of our trademarked terms as part of the domain or sub-domain for any Solutions Partner Channel.
• 3.5You may not direct link to the Site from any PPC ad, nor use redirects that yield the same result. Prospective Customers must be directed to an actual page on a Solutions Partner Channel. Violations of this Section 4.3, may result in any of the following consequences at our sole discretion:(a) forfeiture of any and all Solutions Partner Fees or such Solutions Partner Fees accrued, directly or indirectly, pursuant to the violation and/or (b) terminate your participation in the Program, upon notice to you.
• 4Social Media Guidelines. To the extent you advertise or promote Subscriptions on Facebook, Twitter, Instagram, YouTube, Pinterest, TikTok, and/or other social media platforms (collectively, "Social Media Platforms") you will comply with the following guidelines:
• 4.1Do not post your Solutions Partner Link on our or on any third party's Social Media Platforms, nor on the Site;
• 4.2Do not create any Social Media Platform accounts, forums, or groups (including, without limitation, Facebook Groups) that include any of our names, trademarks, service marks, or logos in the page/group/forum name and/or username; and
• 4.3All posts to Social Media Platforms that contain your Solutions Partner Link or any content about Apollo, the Program, and/or our products and services, including, without limitation, Subscriptions, must include at least one of the following terms: "Sponsored," "Ad," "Paid Ad," or "Advertisement," with or without a hashtag symbol (e.g., "#sponsored").
• 5Privacy Restrictions. Without limiting the generality of Section 4.1 above, in your capacity as a Solutions Partner, you are required to comply with all applicable Privacy Laws with respect to your interactions with all individuals (including, without limitation, representatives of Customers and of prospective Customers). Examples of such compliance include: Additionally, you agree to promptly notify Apollo in the event of any Privacy Incident (as defined below), and to fully cooperate with Apollo in the event that Apollo escalates requests your cooperation with respect to, any Privacy Incident. A "Privacy Incident" refers to any confirmed or reasonably suspected accidental, unlawful, or unauthorized collection, processing, destruction, loss, alteration, or disclosure of, or access to, Personal Information by you or on your behalf, and includes, without limitation, any allegation that you have not properly provided notice with respect to, or have not properly obtained consent to, collect Personal Information; or that you engaged in phone calls or email messages, or collected data, in a manner inconsistent with your privacy policy, this Agreement, and/or Applicable Laws.
• 5.1not collecting Personal Information (as defined below) about any individual unless you have provided notice to, and obtained any applicable consent of, the individual in question, in each case in accordance with Applicable Laws. "Personal Information" refers to any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular natural person or household (including, without limitation, names, email addresses, and phone numbers), or "personal information" or "personal data," as those terms are defined under applicable Privacy Laws;
• 5.2not, under any circumstances, engaging in "scraping" or any other form of automated data collection to collect Personal Information; and
• 5.3not contacting people with promotional materials unless they have consented, as applicable, to being contacted through the medium you use, and you do so in accordance with Applicable Laws.
• 6FTC Disclosure Requirements As a Solutions Partner you are required to include a disclosure statement that is in compliance with all FTC Guidelines (as defined below) (each, a "Material Connection Disclosure Statement") within any and all Solutions Partner Channels and any other content that includes your Solutions Partner Link. Each Material Connection Disclosure Statement must clearly and concisely state that we may compensate you in connection with your participation in the Program. Any statements you make about Apollo, the Program, and/or our products and services, including, without limitation, Subscriptions, must reflect your honest opinions, beliefs, and/or experiences, and cannot be false, misleading, or unsupported. Each Material Connection Disclosure Statement you make must adhere to the following guidelines: As used in this Agreement,"FTC Guidelines" refers to without limitation, the FTC's "Dot Com Disclosures" guidelines the FTC's Endorsement Guides , the FTC's Native Advertising guidelines, and any other applicable FTC guidelines that are available or become available from time to time, in each case as may be amended or updated from time to time.
• ·appears as close as possible to the claim(s) to which it relates;
• ·is placed above the fold such that scrolling is not necessary to find the Material Connection Disclosure Statement; and
• ·is not solely in the form of a pop-up.
• 7Maintenance of Solutions Partner Channel(s) The maintenance and the updating of the Solutions Partner Channel(s) will be your sole responsibility. We have the right to monitor the Solutions Partner Channel(s) at any time to determine their compliance with the terms and conditions of this Agreement. We will notify you of any changes to the Solutions Partner Channel(s) that must be made for your participation in the Program to continue. If you do not promptly make the requested changes to the Solutions Partner Channel(s), we may terminate your participation in the Program, effective immediately upon written notice to you.
• 8Audits You will maintain accurate and complete records relating to your conduct in connection with the Program during your participation in the Program and for three (3) years thereafter. Upon request, you will enable Apollo or its designated service provider to audit your records and other relevant materials to verify your compliance with this Agreement and any other guidelines we may make available from time to time. In addition, you will promptly provide such records and other materials, as well as all other cooperation and assistance, as may be reasonably requested by Apollo from time to time. You will promptly notify Apollo in writing of any inquiry received by you from any news media, reporter, publication, trade association, or governmental authority, and of any complaints or allegations of wrongdoing received by you, with regard to Apollo, the Program, or your conduct under this Agreement and/or in connection with the Program.
• 9Modification Apollo reserves the right to change, modify, and/or eliminate the Program and/or all or any portion of this Agreement or any policy pertaining to the Program in its sole discretion, at any time, for any or no reason, including by discontinuing or changing the terms applicable to the Solutions Partner or Solutions Partner Fees, or by merging the Program with another program. If we make changes to this Agreement, we will post the amended Agreement at https://www.apollo.io/terms/solutions-partner-program and update the 'last modified' date at the top of the page. We may also attempt to notify you of such changes in other ways, including via email . Unless otherwise stated by us in writing, the amended Agreement will be effective immediately upon its posting, and your continued participation in the Program after the amended Agreement is posted will confirm your acceptance of the changes. If you do not agree to the amended Agreement, your only recourse is to stop participating in the Program.

55. Termination

·We may terminate this Agreement and/or your participation in the Program in accordance with the terms hereof. You may terminate your participation in the Program, by giving us at least ten (10) days' written notice. Upon termination, (a) you must immediately cease all activities in connection with the Program, (b) you must immediately cease all use of, and remove from the Solutions Partner Channel(s), your Solutions Partner Link and all materials provided by or on behalf of us to you (including all Licensed Materials (as defined below)) in connection with the Program, and (c) you will cease accruing rights to Solutions Partner Fees. Any outstanding payment obligations and all provisions that, by their nature, should survive the termination of this Agreement and/or your participation in the Program, including, without limitation, Sections 2, 3.4, 4, 5, 6.3, 6.4, and 7 through 13 (inclusive), will survive such termination.

66. Licensed Materials; Ownership

• 1License Grant. Subject to your continuing compliance with the terms and conditions of this Agreement, we hereby grant to you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited right, solely in connection with your Solutions Partner Link, and subject to any branding guidelines made available by Apollo in writing (which may be updated from time to time), to use and display our logos, trade names, trademarks, and similar identifying materials that are designated by us in writing for such purpose, as well as marketing and advertising materials that we may provide to you or authorize for such purpose (collectively, the "Licensed Materials").
• 2License Restrictions. Your license to use the Licensed Materials in accordance with Section 6.1 above may be revoked in the event that you are no longer a member in good standing of the Program, as determined by us, in our sole discretion. All uses of the Licensed Materials will be on behalf of Apollo and all goodwill associated therewith will inure to the sole benefit of Apollo. If any ownership rights in or to the Licensed Materials (or any portion thereof) vest in you, you will, and hereby do, assign to Apollo all of your rights, title, and interest in and to the same. You may not use your Solutions Partner Link or the Licensed Materials in any manner that is disparaging, misleading, or obscene, or that otherwise portrays Apollo in a negative light, as determined by us, in our sole discretion.
• 3Reservation of Rights. Except for the limited right granted to you under this Section 6.1, you do not obtain any rights under this Agreement under any Intellectual Property Rights of Apollo or its licensors. Apollo reserves all rights not expressly granted herein in and to the Site and all materials therein or transferred thereby, including, without limitation, software, images, text, illustrations, graphical artwork and graphics, photographs, audio, videos, music, patents, and copyrights; your Solutions Partner Link; the Licensed Materials; any technical specifications and/or guidelines we may make available; our products and services; and our domain name(s). Apollo does not grant any implied licenses under this Agreement under any theory.
• 4Feedback. To the extent you or any Solutions Partner Representative provide(s) any suggestions, recommendations, or other feedback relating to the Program or any Apollo products or services, (collectively, "Feedback"), such Feedback is non-confidential, and you hereby grant, and you represent and warrant that you have all rights necessary to grant, to Apollo, on behalf of yourself and any such Solutions Partner Representative(s), a non-exclusive, perpetual, irrevocable, transferable, royalty-free, and worldwide license, with the right to grant and authorize sublicenses, to implement, use, modify, and otherwise exploit, in any way, without restriction, the Feedback, without any fees, attribution, or other obligations to you, any Solutions Partner Representative, or any third party.

77. Confidentiality

• 1Definition. "Confidential Information" means any non-public information disclosed by Apollo to you, directly or indirectly, whether in writing, orally, or otherwise, under or in connection with this Agreement and/or the Program.
• 2Obligations. Subject to Section 12.c, you will not disclose any Confidential Information to any third party, provided that you may disclose Confidential Information to such Solutions Partner Representatives (if any) that are bound to you by non-use and non-disclosure obligations applicable to the Confidential Information that are at least as restrictive as those obligations set forth herein. You will protect all Confidential Information using at least the same degree of care you would use to protect your own confidential information of like importance, but in no event less than reasonable care. You will not use Confidential Information for any purpose other than the purpose for which it was disclosed to you.
• 3Compelled Disclosure. If any Confidential Information is required to be produced by Applicable Laws, you will promptly notify Apollo of such requirement and you will cooperate with Apollo to obtain an appropriate protective order prior to such disclosure. In the event that Apollo is unable to obtain a protective order or other appropriate remedy, or if it so directs you, you will furnish only that portion of the Confidential Information that is required, and you will exercise your best efforts to obtain reliable assurance that confidential treatment will be accorded to such Confidential Information.
• 4Equitable Relief. Unauthorized use or disclosure of Confidential Information may cause harm not compensable by damages, and, accordingly, Apollo may seek injunctive or other equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information from any breach or threatened breach of this Section 12.
• 5Return/Destruction. All Confidential Information is and remains the property of Apollo or its licensors, as applicable. Promptly upon Apollo's request, you will return all documents and other materials containing, representing, and/or embodying Confidential Information, and all copies thereof, to Apollo, or, at Apollo's option, securely destroy same and certify destruction.

88. Release

·You hereby release, on behalf of yourself and any Solutions Partner Representatives, Apollo from any and all Losses arising out of or related to a dispute between you and a third party (including any other Solutions Partner) in connection with the Program. In addition, you waive, on behalf of yourself and any Solutions Partner Representatives, any Applicable Laws that says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE RELEASED PARTY."

99. Indemnification

·You will indemnify, hold harmless, and (at Apollo's option) defend Apollo and its Solutions Partners, and its and their respective directors, officers, employees, consultants, agents, shareholders, partners, members, and other owners (collectively, "Apollo Indemnitees"), against any and all Losses arising out of or in connection with any third-party claim resulting from of or related to: (a) your conduct in connection with the Program and/or this Agreement, including the actions and omissions of Solutions Partner Representatives; (b) allegations that any content or other material you use, distribute, reproduce, modify, publish, list information regarding, edit, translate, syndicate, make derivative works of, display, or perform on the Solutions Partner Channel(s) or otherwise in connection with the Program and/or this Agreement infringes, misappropriates, or violates any Intellectual Property Right or right of publicity (except to the extent such content or material is unmodified Licensed Material); (c) any claim related to the Solutions Partner Channel(s); (d) allegations that any of the messages you send or your communications, or your participation in, or activities conducted in connection with, the Program violate any Applicable Laws; (e) your failure to satisfy any debt, obligation, or liability, including your failure to pay any taxes for which you are responsible or your failure to comply with your obligations to any Solutions Partner Representative, including payment of wages, provision of benefits, and payment of employment taxes; or (f) your breach of this Agreement, including any of your representations, warranties, or obligations hereunder (each, an "Indemnified Claim"). Unless Apollo directs otherwise in writing or elects to control the defense of any Indemnified Claim, you will assume the defense of the Indemnified Claim through counsel designated by you and reasonably acceptable to Apollo, and Apollo may, at its expense, participate in the defense of the Indemnified Claim with its own counsel. You will not settle or compromise any Indemnified Claim, nor consent to the entry of any judgment, without the prior written consent of Apollo. Apollo will reasonably cooperate with you in the defense of an Indemnified Claim, provided that you reimburse Apollo for its costs and expenses as they are incurred to provide such cooperation.

1010. Disclaimer

·THE PROGRAM, YOUR SOLUTIONS PARTNER LINK, THE SITE, THE DASHBOARD, AND THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND. APOLLO HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, IN CONNECTION WITH THE FOREGOING, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE SITE, DASHBOARD, OR PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, OR LOSS OF DATA. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, APOLLO SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE AMOUNT OF COMPENSATION AND ANY ECONOMIC OR OTHER BENEFIT THAT YOU MAY EARN OR RECEIVE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE PROGRAM. YOU UNDERSTAND THAT, IN THE COURSE OF CONDUCTING ACTIVITIES RELATED TO THE PROGRAM, YOU MAY INTERACT WITH THIRD PARTIES THAT MAY POSE HARM OR RISK TO YOU OR OTHERS. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE PROGRAM. APOLLO, ON BEHALF OF ITSELF AND THE APOLLO INDEMNITEES, EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU OR ANY OTHER SOLUTIONS PARTNER OR ANY OTHER THIRD PARTY.

1111. Limitation of Liability

·IN NO EVENT WILL THE APOLLO INDEMNITEES BE LIABLE FOR: (a) CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOST PROFITS OR REVENUES OR DIMIUNTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE PROGRAM; OR (b) ANY AMOUNT, IN THE AGGREGATE, GREATER THAN THE SOLUTIONS PARTNER FEES PAID AND/OR PAYABLE TO YOU HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY REGARDLESS OF: (i) WHETHER THE DAMAGES WERE FORESEEABLE; (ii) WHETHER ANY APOLLO INDEMNITEE WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES; AND (iii) THE LEGAL OR EQUITABLE THEORY (WHETHER CONTRACT, TORT, OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

1212. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

• 1Governing Law. This Agreement will be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law governing this Agreement, the Federal Arbitration Act (9 U.S.C. §§ 1-16) ("FAA") governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by Applicable Laws. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue will be resolved under and governed by the law of the U.S. state where you live or reside (if applicable) or of the jurisdiction mutually agreed upon in writing by you and us. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction in accordance with Section 12.c and/or to prevent the actual or threatened infringement, misappropriation, or violation of our data security or Intellectual Property Rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that California is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Agreement below is found to be unenforceable.
• 2READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM APOLLO. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and Apollo that arises out of or relates to, directly or indirectly: (i) this Agreement, including the formation, existence, scope, breach, termination, enforcement, interpretation, validity, and/or enforceability thereof; (ii) the Program and any related transactions; (iii) the Solutions Partner Channel(s), the Site, the Dashboard, and/or your Solutions Partner Link; and/or (iv) any other aspect of your relationship or transactions with Apollo, directly or indirectly (each, a "Claim," and, collectively, "Claims"). This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before or after your agreement to this Agreement. If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, will be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this Arbitration Agreement, which will remain in full force and effect, or on the parties' ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement will be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief will be stayed pending the outcome of any individual claims in arbitration.
• 2.1Opt-Out. If you are new to the Program, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting this Agreement by emailing Apollo at partners@apollo.io with your full, legal name and stating your intent to opt-out of this Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of this Agreement, including the provisions regarding controlling law or the courts in which any disputes must be brought.
• 2.2Process For any Claim, you agree to first send an email containing your name, address, and contact information, the facts giving rise to the Claim, and the relief requested to partners@apollo.io (such email, the "Notice of Claim"), and to attempt to resolve the Claim with us informally. In the unlikely event that Apollo and you have not been able to resolve your Claim within ten (10) days of the Notice of Claim, we each agree to resolve such Claim exclusively through binding arbitration by JAMS before a single arbitrator (the "Arbitrator"), under the Optional Expedited Arbitration Procedures then in effect, excluding any rules or procedures that would permit class actions or other representative actions (the "Rules"), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement will control. JAMS may be contacted at www.jamsadr.com, where the Rules are also available. The arbitration will be conducted in the U.S. county in which you live or reside (if applicable) or in San Francisco County, California, unless you and Apollo agree otherwise. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and Apollo agree that the Arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, and/or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether this Agreement, or any provision of this Agreement, is unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel.
• 2.3Equitable Relief. Nothing in this Arbitration Agreement will be deemed as: preventing Apollo from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security or Intellectual Property Rights; or preventing you from asserting claims in a small claims court, provided that your claims qualify, and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.
• 3Class Action/Jury Trial Waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS CLASS ACTION/JURY TRIALWAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE SOLUTIONS PARTNER'S CLAIMS. YOU AND APOLLO AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER SOLUTIONS PARTNERS. YOU AND APOLLO FURTHER AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND APOLLO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

1313. Miscellaneous

• 1Independent Contractor. Solutions Partner is an independent contractor of Apollo, and this Agreement will not be construed to create any association, partnership, joint venture, employer-employee, or agency relationship between Solutions Partner and Apollo for any purpose. Solutions Partner has no authority (and will not hold itself out as having authority) to bind Apollo, and Solutions Partner will not make any agreements or representations, nor accept any offers, on Apollo's behalf without Apollo's prior written consent. Without limiting the generality of the foregoing, neither Solutions Partner nor any Solutions Partner Representative will be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Apollo to its employees, and Apollo will not be responsible for withholding or paying any income, payroll, social security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on Solutions Partner's behalf. Solutions Partner will be responsible for, and will indemnify Apollo for, from, and against, all such taxes or contributions, including penalties and interest. Solutions Partner will be fully responsible for the Solutions Partner Representatives (if any) and will indemnify Apollo against any claims made by or on behalf of any Solutions Partner Representatives.
• 2Assignment. Solutions Partner may not assign this Agreement, nor any of its rights hereunder, without the prior written consent of Apollo. Apollo may assign this Agreement, in whole or in part, without restriction. Any purported assignment in violation of this Section 18.b is null and void. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.
• 3Entire Agreement. This Agreement represents the entire agreement between us and you with respect to the Program, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, oral or written, with respect thereto.
• 4Construction. The headings and titles contained in this Agreement are included for convenience only, and will not limit or otherwise affect the terms of this Agreement. The use of the terms "include," "includes," or "including" is illustrative and not limiting.
• 5Severability. Except as otherwise stated in the Arbitration Agreement, if any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect.
• 6No Waiver. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or of any other term, and Apollo's failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision.
• 7Apollo Customers. All Customers are our customers. All of our standard policies and operating procedures will apply to all Customers. We may change our policies and operating procedures at any time. The prices of our products and services, including, without limitation, of Subscriptions, and the availability thereof, may vary from time to time.
• 8No Exclusivity. This Agreement will not be construed to be a commitment by Apollo to collaborate exclusively with you with respect to any business activities. You acknowledge that we may, at any time, admit others into the Program. You have independently evaluated the desirability of participating in the Program, and you are not relying on any representation, guarantee, or statement other than the terms set forth in this Agreement. This Agreement will in no way limit our right to sell any products and services, including, without limitation, Subscriptions, directly or indirectly, to any current or prospective customers.
• 9No Third-Party Beneficiaries. This Agreement benefits solely the parties to this Agreement and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
• 10Contact. Please contact us at partners@apollo.io with any questions regarding this Agreement.

·Terms of Service

·Last Updated: August 10, 2026

·These Terms of Service ("Terms of Service" or "Terms") are a legally binding agreement between you ("you" or "your") and ZenLeads Inc. d/b/a Apollo.io, ("Apollo," "we," "our," or "us") governing your use of the Services and your relationship with us.

·You accept and agree to these Terms of Service by:

• ·Clicking to accept these Terms of Service;
• ·Accepting these Terms of Service through an Order Form or other written agreement; or
• ·Accepting these Terms of Service in any other way that constitutes your affirmative assent.

·If you do not agree to these Terms of Service, you shouldn't access (and you don't have our permission to access) the Service.

·Important: Please note Sections 6 and 12 of these Terms, which include important information regarding Personal Information and your compliance responsibilities. Please also note Section 7, which contains arbitration provisions that impact certain rights you might otherwise have regarding disputes.

·AUTOMATIC RENEWAL NOTICE: Your subscription will automatically renew for additional periods of time as specified in your ordering document, unless you provide notice of cancellation as set forth below. The terms of automatic renewal, including pricing and renewal periods, are set out in the Order Form and Section 4(c) of these Terms.

·We may modify these Terms of Service (except for Section 7) by posting updated versions of these Terms of Service on the Website or otherwise providing notice to you at least thirty (30) days before the changes take effect. All such changes shall become effective on the date specified in the notice. Your continued use of the Services after the effective date constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you may stop using the Services before the effective date.

• 1DEFINITIONS.
• 1.1"Apollo DPA" means the Data Processing Addendum found at: https://www.apollo.io/dpa.
• 1.2"Authorized Users" means your employees or service providers or your wholly or majority-owned subsidiaries who have been expressly authorized by you to use the Services in accordance with these Terms.
• 1.3"Beta Services" means products, integrations, functionality, or features that Apollo may make available to you to try at your discretion, which may be described as "alpha," "beta," "pilot," "limited release," "developer preview," "non-production," "early-stage", or other similar description.
• 1.4"Business Contact Information" means information about a natural person in a professional context, including but not limited to, name, job title, employer, and contact information (such as email address and phone number), that is viewable in the Platform or made available to you as part of any of the Services.
• 1.5"Contributor Database" means Apollo's proprietary database of Business Contact Information that Apollo makes available to you and other Apollo customers through the Platform.
• 1.6"Customer Data" means all data, graphics, images, files, information, text, voice content, recordings, and other content and materials that are provided by you in any way to Apollo for processing in connection with your use of the Services. Customer Data does not include Usage Data.
• 1.7"Customer Third-Party Systems" means any third-party products, systems, applications, or services that you choose to integrate with or use in connection with the Platform, including but not limited to your customer relationship management (CRM), marketing automation, or sales enablement software. For clarity, Customer Third-Party Systems are not owned, operated, or controlled by Apollo.
• 1.8"Documentation" means any documentation, operating manuals and/or usage guides for the Platform provided by Apollo in-product, via https://knowledge.apollo.io/hc/en-us, or otherwise, which may be updated from time to time.
• 1.9"Order Form" means any designated Order Form or other ordering document that is entered into between the Parties, specifying the details of the Services purchased by, and any fees to be paid by, you.
• 1.10"Personal Information" includes any substantially similar terms to "personal information" such as "personal data" or "personally identifiable information" and as to each, will have the meaning given to such terms under applicable law.
• 1.11"Platform" means the software or other technology provided by or through Apollo to you pursuant to these Terms, and all other software, systems, applications, interfaces, application programming interfaces (APIs), tools, software development kits (SDKs), programs, and any accompanying or related infrastructure, functionality, technology, or analytics made available by or through Apollo in connection therewith and/or which are otherwise required to access or utilize the Platform including, without limitation, all updates and derivative works thereof, the Usage Data, the Contributor Database, and any add-ons described in an Order Form. The Platform does not include Customer Third-Party Systems.
• 1.12"Services" means the lead generation services and related offerings provided by Apollo to you through or in connection with the Platform. The Services include all access, updates, enhancements, modifications, and derivative works to the foregoing. The Services do not include Customer Third-Party Systems or any services not expressly specified herein or in an applicable Order Form.
• 1.13"Subscription Fee" means all fees stated in an Order Form and any other fees applicable to your subscription to Services.
• 1.14"Subscription Term" means the period during which you are subscribed to the Services, as stated in an Order Form or, for self-serve accounts, the billing cycle associated with your subscription.
• 1.15"Term" means the period beginning when you first accept these Terms and continuing until all Subscription Terms have expired or been terminated in accordance with Section 5.
• 1.16"Usage Data" means data and information related to your use of the Platform or Apollo's provision of the Platform, including but not limited to, system performance data, usage statistics, and data on the deliverability of communications. For the avoidance of doubt, Usage Data does not include Customer Data or any Personal Information.
• 1.17"Website" means any website or webpage on which these Terms appear.
• 2GRANT OF LICENSE; OWNERSHIP; SUPPORT.
• 2.1Grant of License to You.
• 2.1.1Term License. Apollo will make the Services available to you via password-protected online access accessible by you with usernames and passwords, via an application programming interface ("API"), or as otherwise mutually agreed by the parties. Subject to your compliance with these Terms, the Documentation, any Order Form(s), and all applicable laws, rules, and regulations, Apollo grants to you a non-exclusive, non-transferrable, non-sublicensable license to access and use the Services in accordance with these Terms and during the Term solely for your internal business purposes to:
• 2.1.1.1view the Contributor Database;
• 2.1.1.2communicate with a person in a manner that relates to such person's profession, business, or employment using any Business Contact Information;
• 2.1.1.3identify prospective sales opportunities, research your existing customers and prospects, and otherwise analyze the Contributor Database in a manner relating to your business-to-business sales, marketing, recruiting, and business development activities; and
• 2.1.1.4Use the Services for other appropriate business-to-business services consistent with, but not specifically described in, subsections (1) through (3) above.
• 2.1.2Perpetual License. Subject to your compliance with these Terms, Apollo grants to you a perpetual, worldwide, transferable, royalty-free license to use Business Contact Information that you have incorporated into your own records, systems, reports, or workflows (such as by syncing to a CRM, including in a campaign, or adding to an internal database) during the applicable Subscription Term, solely for your internal business purposes and subject to the restrictions in Section 3(e). This license does not grant you any rights to the underlying data sources, methodologies, or intellectual property of Apollo. You may not claim ownership of or attempt to reverse engineer any Apollo proprietary algorithms, data compilation methods, or other intellectual property reflected in Business Contact Information.
• 2.2Grant of License to Apollo.
• 2.2.1Term License. You grant Apollo a worldwide, non-exclusive, royalty-free license for the Term to host and process Customer Data to provide the Services and to otherwise support you under these Terms. Apollo may also use Customer Data to grow, enrich, and verify the Contributor Database. Under no circumstances will Apollo publicly refer to or associate you with any such data in the Contributor Database, except that, to the extent required by applicable law (including, without limitation, data protection laws such as the GDPR), Apollo may disclose your identity as the source of such data to a data subject, but only if, in Apollo's reasonable judgment, such disclosure is necessary to comply with a lawful data subject request and no less specific response would satisfy Apollo's legal obligations. Apollo will implement reasonable technical and organizational measures to prevent the association of Customer Data contributed to the Contributor Database with your identity, except as required by applicable law.
• 2.2.2Perpetual License. You grant Apollo an irrevocable, perpetual, worldwide, transferable, sublicensable, and royalty-free license to analyze Customer Data using artificial intelligence to improve the Platform; and to test, develop, improve, or enhance Apollo's products and services, provided that (a) any Customer Data used for such purposes will first be aggregated or de-identified such that it cannot reasonably be used to identify you or any individual data subject, and (b) Apollo will not refer to or associate Customer Data with any such analytics. For clarity, Apollo will not share Customer Data with any third party for the purpose of training such third party's artificial intelligence or machine learning models.
• 2.3Ownership.
• 2.3.1Platform and Business Contact Information. As between you and Apollo, all rights, title, and interests in and to the Platform, the Contributor Database, and the Business Contact Information, including without limitation patents, copyrights, trademarks, trade names, service marks, trade secrets, derivatives, and other intellectual property rights, and any goodwill associated therewith, are owned by Apollo. For instance, Apollo owns any design, compilation, analytics, or product features inherent in the Platform, such as the way that data is organized, curated, presented, and delivered, and any know-how or other intellectual property inherent in the way Apollo creates, provides, displays, or makes available the Platform. These Terms do not grant you any ownership right, title, or interest in the Platform, Business Contact Information, or any of the above. You agree that any feedback, suggestions, ideas, enhancement requests, and recommendations voluntarily provided by you or your Authorized Users to Apollo relating to the Platform and that Apollo incorporates into the Platform are owned exclusively by Apollo, and you hereby assign to Apollo all of your right, title, and interest in and to such incorporated items. For the avoidance of doubt, this assignment does not apply to your Customer Data, Confidential Information, or any pre-existing intellectual property.
• 2.3.2Customer Data. As between you and Apollo, all right, title, and interest in and to Customer Data is owned by you. For avoidance of doubt, notwithstanding Section 2(c)(i) above, you own all Customer Data, and Apollo retains all right, title, and interest in and to the Business Contact Information, Contributor Database, and Platform, whether or not combined with or used with Customer Data.
• 2.3.3Apollo's Marks. The Apollo names and logos are trademarks of Apollo, and may not be copied, imitated, or used, in whole or in part, without Apollo's prior written permission.
• 2.4Customer Third-Party Systems. You may integrate Customer Third-Party Systems at your own risk. Apollo has no liability for Customer Third-Party Systems and may discontinue integrations without compensation to you. Providers of Customer Third-Party Systems are not Subprocessors of Apollo.
• 2.5Support. Apollo will provide reasonable assistance and ongoing support to assist you and Authorized Users in accessing the Platform. However, Apollo cannot guarantee that the Services will operate in an uninterrupted or error-free manner. Apollo performs service maintenance and uses commercially reasonable efforts to schedule system downtime during off-peak hours and to avoid service interruptions and delays. Apollo will use commercially reasonable efforts to notify you in advance of any scheduled downtime. Apollo will provide access to its Customer Support team weekdays from 6:00am - 6:00pm Pacific Time via an online portal and otherwise as provided in an Order Form or supplemental document.
• 3AUTHORIZED USE/LICENSE RESTRICTIONS.
• 3.1Account Setup. You must establish an account to access the Platform. You agree to provide accurate account information and maintain current contact details for important notices. By creating an account, you represent that you are using the Services for business purposes and not as a consumer.
• 3.2Account Security. Except as otherwise provided specifically in this Agreement, we make no representations or promises regarding the security of the Service. Despite our security efforts, it is possible that unauthorized individuals will obtain your information, such as through web-scraping tools (even though we do not authorize and in fact prohibit that behavior). You agree and understand that you will be liable for any activity that occurs through your account and further acknowledge and agree that you and your Authorized Users are solely responsible for maintaining the confidentiality and security of your account information and account credentials such as your username and password.
• 3.3Authorized Users. You will ensure only Authorized Users access the Platform. All Authorized Users must be of legal age and comply with these Terms. You are responsible for all activities of Authorized Users.
• 3.4General Usage Restrictions. You will not, and will not permit any third party to:
• 3.4.1use the Services, the Platform, or data derived therefrom to create, develop, or offer a product or service to third parties that competes with Apollo's products or services. This restriction does not apply to your internal systems or processes that are not commercially offered to third parties;
• 3.4.2resell, distribute, disclose, sublicense, transfer, sell, offer for sale, or make available any of the Contributor Database or any part of the Services to any third party;
• 3.4.3access the Platform on behalf of any person or entity other than you;
• 3.4.4use the Services for any purpose governed by the Fair Credit Reporting Act, or for any illegal purpose, or in any way that violates applicable marketing laws such as CAN-SPAM, CASL, or the TCPA;
• 3.4.5transmit false, misleading, or fraudulent information, or use the Services to: promote illegal products, firearms, adult content, or hate speech; engage in harassment, spam, or activities that violate intellectual property rights; or transmit any malware, virus, or other harmful computer program that could damage Apollo's systems or other users' systems.
• 3.5Business Contact Information Restrictions. You will not:
• 3.5.1distribute, sell, or license Business Contact Information to third parties, except to the extent expressly authorized by Apollo in writing;
• 3.5.2use Business Contact Information to create competing databases or services;
• 3.5.3combine Business Contact Information with other data sources in a manner that would circumvent the usage restrictions applicable to the underlying Apollo data;
• 3.5.4use Business Contact Information in any manner that would violate the rights of data subjects whose information may be contained therein; or
• 3.5.5use Business Contact Information to train, fine-tune, or improve any artificial intelligence or machine learning model, system, or service, except (1) for your own internal models used solely for your internal business purposes and not commercially offered to third parties, or (2) to the extent otherwise expressly authorized by Apollo in writing.
• 3.6Technical and Access Restrictions. You are permitted to use the Platform solely for the purpose of accessing and using the Contributor Database as permitted by these Terms. You may not:
• 3.6.1Permit anyone who is not an Authorized User to access or use the Services, including the Contributor Database or any Authorized User login credentials.
• 3.6.2Reverse assemble, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from any of the Platform.
• 3.6.3Reproduce, modify, create, or prepare derivative works of any of the Platform or related Documentation.
• 3.6.4Use automated means, such as bots, crawlers, or data scraping, to access any data on the Platform or to extract information therefrom, except as expressly included within the Platform or approved in writing by Apollo.
• 3.6.5Employ any measure intended to circumvent limitations to purchased credits, Authorized Users, rate limits, or other usage limitations.
• 3.6.6Create any security interest in the Platform or alter, destroy, or otherwise remove any proprietary notices.
• 3.6.7Disclose the results of any Platform or program benchmark tests to any third parties without Apollo's prior written consent.
• 3.7API Usage Requirements.
• 3.7.1Usage Limitations. You may not circumvent or attempt to circumvent any limitations on access, calls, or other uses of the APIs. Further, you will not use the APIs in a manner that is excessive, abusive, or otherwise fails to comply with the Documentation or any applicable Apollo agreement.
• 3.7.2Prohibited Uses. You are expressly prohibited from doing any of the following:
• 3.7.2.1selling, sublicensing, or otherwise providing access to any API to any third party;
• 3.7.2.2using any API with LinkedIn automations;
• 3.7.2.3using any API in a manner that allows any third party to use Apollo data to train, fine-tune, or improve any artificial intelligence or machine learning model, system, or service;
• 3.7.2.4attempting to gain unauthorized access to any systems or networks related to the APIs or to circumvent any authentication or security measures implemented by Apollo.
• 3.7.3Monitoring and Compliance. Apollo may monitor your consumption and usage of the APIs (such as call volumes, request rates, and other usage metrics) to manage capacity, enforce the usage requirements and limits in these Terms and the Documentation, and verify your compliance with these Terms. For clarity, monitoring under this Section is limited to usage metadata and does not include access to the content of Customer Data transmitted through the APIs. You agree to cooperate with Apollo in such efforts, including by providing information about your API consumption upon reasonable request. Apollo may employ technological measures to enforce reasonable use limits and prohibit excessive use, including rate limiting, throttling, and blocking IPs that indicate a violation of these Terms.
• 3.8Customer Data. You are solely responsible for Customer Data, and you represent and warrant that you have all rights and authority necessary to provide Customer Data to Apollo and for Apollo to use such Customer Data in accordance with these Terms without violation of any third party rights or applicable law, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. You will not transmit any medical information, financial data, or other sensitive data (as defined under applicable law) to Apollo including without limitation by or through the Platform.
• 3.9Notice of Violation; Suspension. In the event you are aware of or suspect a violation of these restrictions and policies, please notify us at abuse@apollo.io. We will determine compliance with these restrictions at our sole discretion. In the event that we confirm or reasonably suspect that you have failed to comply with these Terms or have otherwise used the Services in an abusive or fraudulent manner or in a manner intended to circumvent our stated policies or rules, we may immediately terminate your access to the Services, and, upon our written demand, you shall cease all use of the Services and the Business Contact Information.
• 4FEES AND PAYMENT TERMS.
• 4.1Subscriptions or customized service accounts. We may provide the Service through paid accounts, such as by offering a monthly or annual subscription, or through customized provision of service and payment terms (as further set forth under an Order Form or separate agreement). If you wish to enter into such an agreement, please contact us at support@apollo.io.
• 4.2Paid and unpaid self-serve accounts. The Services may also be offered as a paid or unpaid account on a "self-serve" basis, in which case you will have the opportunity to click-through these Terms and select the aspects of the Services you want to use, including an amount of credits that can be used toward the Services. You may not open multiple accounts for your use under a self-serve offering or otherwise take any actions which would allow you to circumvent the credit or rate limits which apply to self-serve offerings. Should we discover you doing so, we may in our sole discretion terminate your account immediately, with no right to refund or reinstatement.
• 4.3Payment Terms. All paid accounts are subject to the following payment terms unless otherwise expressly set forth in an Order Form.
• 4.3.1Subscription Fee; Renewal. An Order Form will state the Subscription Fee. Apollo reserves the right to change the Subscription Fee upon expiration of the applicable Subscription Term. Subscription Fees are based on the credits purchased, not actual usage. Except as otherwise provided in an Order Form, all Subscription Fees are non-cancelable and non-refundable, and cannot be decreased during the relevant Subscription Term. Subscription Fees will be paid in advance either in full or in accordance with any different billing frequency stated in the applicable Order Form. Each Subscription Term will automatically renew for an additional period equal to the expiring Subscription Term unless either party gives the other written notice of non-renewal at least thirty (30) days prior to the end of the relevant Subscription Term. You may submit a notice of non-renewal through your account settings, where available, or by contacting support@apollo.io.
• 4.3.2Payments. Unless otherwise provided in an Order Form, all payments of fees or charges payable to Apollo under these Terms will be made in United States dollars and are due in full within thirty (30) days from the invoice date. You will provide complete and accurate billing and contact information to Apollo and will notify Apollo of any changes to such information.
• 4.3.3Late Payments. Late payments (other than amounts disputed in good faith by you) will bear interest at the lesser of one and one half percent (1 1⁄2%) per month or the maximum rate allowed by law. All fees payable under these Terms are net amounts and are payable in full, without deduction for taxes or duties of any kind. Further, without limiting Section 5(a) and without any requirement to provide notice or a cure period, Apollo may terminate the license granted under Section 2(a)(i) and suspend your access to the Services if your payments are overdue by more than thirty (30) days.
• 4.3.4Taxes. You are responsible for all taxes (including without limitation sales and use taxes) associated with the Platform other than taxes based on Apollo's net income. If Apollo believes any such tax applies to your subscription and Apollo has a duty to collect and remit such tax, the same may be set forth on an invoice to you unless you provide Apollo with a valid tax exemption certificate, direct pay permit, or multi-state use certificate, and will be paid by you immediately or as provided in such invoice.
• 4.3.5Non-cancelable; Non-refundable. Subscriptions are non-cancelable during the Term and all payments by you are nonrefundable. There are no refunds for partially used Services or service units. In Apollo's sole discretion, Apollo may elect to provide you with a refund, discount, or other consideration. The provision of a refund, discount, or other consideration in one instance does not entitle you to, or obligate Apollo to provide, a refund, discount, or other consideration in the future.
• 4.4Service Units. The Services may include various units of Service, including but not limited to "seats" (user licenses) and "credits" (consumable units for specific functionality). All units of service are subject to these Terms and any applicable Order Form. Your specific entitlements, including the types and quantities of service units, will be specified in the applicable Order Form.
• 4.4.1User Seats are sold on a per-user basis and are for the number of Authorized Users indicated in the Order Form. You may only permit one license seat per Authorized User at any given time and may not seat-share or time-share. The number of seats may not be decreased during a Term.
• 4.4.2All credits purchased or otherwise obtained by you in connection with your use of the Service are subject to (i) the rules and restrictions hereunder, and (ii) the credit conversion policies found at apollo.io/pricing/about-credits, if applicable. Credits and other consumable units may not be resold or transferred. Credits have an expiration date. For paid accounts, credits expire at the end of your billing cycle. For unpaid accounts, credits expire at the end of the monthly term. Credit amounts will not roll over into subsequent Subscription Terms or payment schedule periods.
• 5TERM AND TERMINATION.
• 5.1Termination for cause. In addition to any other remedies it may have, either party may terminate these Terms, if (i) the other party materially breaches these Terms and fails to cure such material breach within thirty (30) days of its receipt of a written notice identifying the material breach in reasonable detail (or ten (10) days in the case of non-payment), or (ii) subject to applicable law, upon the other party's liquidation, commencement of dissolution proceedings or assignment of substantially all of its assets for the benefit of creditors, or if the other party becomes the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. If the Terms are terminated as a result of a material breach by you, then you shall pay in full all remaining fees payable through the remainder of any outstanding Order Form; or if you have prepaid any fees, then those fees are nonrefundable. If the Terms are terminated by you as a result of a material breach by Apollo that Apollo fails to cure within the applicable cure period, Apollo will refund to you any prepaid fees covering the remainder of the Subscription Term following the effective date of termination, calculated on a pro-rata basis.
• 5.2Termination for convenience. In addition to the right to terminate for cause, (a) for paid subscriptions, we may terminate these Terms for convenience by providing you at least thirty (30) days' prior written notice; and (b) for unpaid accounts only, either party may terminate these Terms, effective immediately, by providing the other party written notice. For paid subscriptions, you will pay in full for the Service up to and including the last day on which the Service is provided. In the event Apollo terminates a paid subscription for convenience, Apollo will refund to you any prepaid fees covering the remainder of the Subscription Term following the effective date of termination, calculated on a pro-rata basis.
• 5.3Effect of termination. Upon expiration or termination of the Terms for any reason: (1) except for your rights under Section 2(a)(ii), all of your rights under these Terms will immediately terminate and you will immediately cease all access to and use of the Platform; (2) you acknowledge and agree that your access to the Services may be automatically terminated, all passwords and individual accounts removed, and all information that has been uploaded into Apollo's systems by you may be destroyed; and (3) you may retain and use any Business Contact Information that you have incorporated into your own records, systems, reports, or workflows during the applicable Subscription Term pursuant to the perpetual license in Section 2(a)(ii) and subject to the terms of these Terms, including the restrictions in Section 3(e).
• 5.4Inactivity. For non-paying customers, if there is no activity in your account for six (6) months or more, Apollo reserves the right to deactivate your account, delete data from your account and/or restrict access to certain functionality in your account, at Apollo's sole discretion.
• 5.5Survival. The following sections will survive any termination or expiration of these Terms: Section 2(a)(ii) (Perpetual License), Section 2(c) (Ownership), Section 3 (Authorized Use/License Restrictions), Section 4 (Fees and Payment Terms), Section 5 (Term and Termination), Section 6 (Representations and Warranties), Section 7 (Arbitration, Class Action Waiver, and Applicable Law), Section 8 (Indemnification), Section 9 (Limitation of Liability), Section 10 (Confidentiality), Section 12(a) (Data Processing Addendum), Section 13(q) (Force Majeure), and any other provisions of these Terms that by their nature are intended to survive termination or expiration.
• 6REPRESENTATIONS AND WARRANTIES. Some jurisdictions limit or do not allow the disclaimer of implied warranties. In those states, such warranties will be disclaimed only to the fullest extent permitted by law.
• 6.1Warranties. In addition to any other representation or warranty in these Terms, each Party represents and warrants to the other that: (i) it is duly organized and validly existing and authorized to do business in the jurisdictions where it operates; (ii) it has the requisite power and authority to enter these Terms and entering and complying with its obligations under these Terms does not violate any legal obligation by which such party is bound; and (iii) it will comply with all applicable laws in connection with its rights and obligations under these Terms.
• 6.2Platform and Business Contact Information. You represent, warrant, and covenant that you will access and use the Platform, Business Contact Information, and any other information derived from the Services only for the permitted purposes set forth in these Terms and subject to the license restrictions and data-use restrictions in these Terms. You are solely responsible for your use of Business Contact Information and any decisions, communications, or other actions taken based on information made available through the Services.
• 6.3Legal Basis and Compliance. You are solely responsible for determining the lawfulness of your use of the Services, the Platform, Business Contact Information, and any data or outputs obtained through or in connection with the Services. You acknowledge and agree that: (a) you must independently analyze and ensure that your use of data and information obtained through the Services complies with all applicable laws, including privacy, data protection, data broker, marketing, communications, and artificial intelligence laws; (b) you may not rely on any legal basis analysis, compliance assessment, or compliance justification conducted by or on behalf of Apollo related to Apollo's own activities; and (c) Apollo makes no representations regarding the lawfulness of your intended use of the Services or data obtained through the Services, or the sufficiency of any particular legal basis for your activities**.**
• 6.4Warranty Disclaimer. APOLLO WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE RELIABLE AND SECURE SERVICES IN ACCORDANCE WITH INDUSTRY STANDARDS. HOWEVER, EXCEPT AS OTHERWISE PROVIDED SPECIFICALLY IN THESE TERMS, THE PLATFORM, SERVICES, AND ALL DATA PROVIDED BY APOLLO HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE" TO THE MAXIMUM EXTENT PERMITTED BY LAW. APOLLO DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. APOLLO DOES NOT REPRESENT OR WARRANT THE ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, OR QUALITY OF ANY DATA, INCLUDING ANY AI-GENERATED DATA, AS THE DATA IS COMPILED FROM VARIOUS THIRD-PARTY SOURCES OVER WHICH APOLLO HAS LIMITED CONTROL AND THE DATA MAY CONTAIN DUPLICATES, ERRORS, OR OMISSIONS. YOUR USE OF AND RELIANCE ON THE DATA IS AT YOUR OWN RISK. WHILE APOLLO STRIVES TO MAINTAIN SYSTEM SECURITY AND AVAILABILITY, APOLLO DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE ERROR-FREE, SECURE, UNINTERRUPTED, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APOLLO MAKES NO WARRANTY THAT THE PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS, THOUGH APOLLO WILL USE REASONABLE EFFORTS TO ADDRESS MATERIAL DEFECTS THAT YOU REPORT. YOU ASSUME FULL RESPONSIBILITY FOR ENSURING THAT YOUR USE OF THE SERVICES COMPLIES WITH APPLICABLE LAWS, RULES, AND REGULATIONS. YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND LEGAL COMPLIANCE OF ANY BUSINESS CONTACT INFORMATION OR CUSTOMER DATA BEFORE TAKING ACTION BASED ON SUCH INFORMATION.
• 7ARBITRATION AGREEMENT, CLASS ACTION WAIVER AND APPLICABLE LAW PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS. You agree to resolve certain disputes with Apollo through binding arbitration. Arbitration means that an arbitrator, and not a judge or a jury, will decide the dispute. The parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action. This Arbitration Agreement supersedes all prior versions.
• 7.1Arbitration and class-action waiver.
• 7.1.1Federal Arbitration Act. You agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
• 7.1.2Covered Disputes. You and Apollo agree that any disputes arising out of or relating to: (1) your relationship with us, (2) these Terms, or (3) any other aspect of the Services will be covered by arbitration. These Terms are intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims and disputes that are expressly excluded.
• 7.1.3Pre-Arbitration Demand. If you have a dispute with Apollo, prior to initiating arbitration, you agree to email an individualized request to legal@apollo.io titled "Pre-Arbitration Demand" so that we can work together to resolve the dispute. A Pre-Arbitration Demand is only valid when it pertains to, and is on behalf of, a single individual. The Pre-Arbitration Demand must include: (i) your name, telephone number, and email address associated with your account; (ii) the name, telephone number, and email address of your counsel, if any; (iii) a description of your Dispute; and (iv) your signature, signed under penalty of perjury. If the Dispute is not resolved within sixty (60) calendar days after you submit a Pre-Arbitration Demand, an arbitration can be brought. You agree that compliance with this section is a condition precedent to commencing arbitration, and that the arbitrator shall dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures. Applicable statutes of limitation and due dates for arbitration filing fees or other deadlines will be tolled upon receipt of the Pre-Arbitration Demand while the parties attempt informal resolution.
• 7.1.4Arbitration Procedures. If we do not reach an informal resolution, as required above, you may initiate a demand for arbitration by filing an arbitration demand with JAMS (as of October 2025, forms are available at www.jamsadr.com and electronic filing can be completed at https://www.jamsadr.com/submit/). You must also serve Apollo with a demand for arbitration via email to legal@apollo.io and a hard copy to us at 440 N Barranca Ave #4750, Covina, CA 91723. Except as modified, JAMS will administer the arbitration in accordance with the JAMS Comprehensive Arbitration Rules and Procedures, Streamlined Arbitration Rules and Procedures, Mass Arbitration Rules and Guidelines in effect at the time your arbitration demand is filed with JAMS, excluding any rules and procedures governing or permitting class or representative actions. The applicable JAMS rules and procedures are available at https://www.jamsadr.com/adr-rules-procedures/. Arbitration hearings will take place through videoconferencing by default, unless you and Apollo agree upon another location in writing. You and Apollo agree that the arbitrator has exclusive authority to resolve disputes regarding interpretation, applicability, enforceability, or formation of these Terms, including whether claims are subject to arbitration, except only courts may determine validity of the Class Action Waiver in Section 7(a)(v). You and Apollo agree that dispositive motions will be allowed in the arbitration and awards shall be written, binding, and enforceable as court judgments. Both parties submit to San Francisco County jurisdiction for arbitration enforcement proceedings. You and Apollo agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys (or other representatives assisting in the prosecution or defense of the arbitration on a confidential basis). If the arbitrator finds the arbitration to be non-frivolous, Apollo will pay all the actual filing and arbitrator fees for the arbitration, provided your claim does not seek more than $75,000. Unless the arbitration rules and/or applicable law provide otherwise, each party is responsible for its own attorneys' fees, provided that the arbitrator may award attorneys' fees to the prevailing party if permitted under applicable law.
• 7.1.5Class Action Waiver. The parties agree that arbitration shall be conducted in individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND APOLLO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THIS ACKNOWLEDGEMENT, YOU AGREE THAT ANY ARBITRATION INVOLVING YOU MAY PROCEED ON A CONSOLIDATED BASIS IF AND ONLY IF APOLLO PROVIDES ITS CONSENT TO CONSOLIDATE IT IN WRITING. If for any reason this waiver is determined void or unenforceable, then this entire Arbitration Agreement shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
• 7.1.645-Day Right to Opt Out. You may opt out of this arbitration agreement by sending written notice to legal@apollo.io with subject line "ARBITRATION OPT-OUT" within forty-five (45) days of first agreeing to these Terms. The notice must include your name, email address, and account information.
• 7.1.7Changes to this Section: Apollo will provide 30 days' notice of the date of any material changes to this Arbitration Agreement. Changes will become effective on the 30th day and apply to all claims not yet filed, regardless of when they accrued. If you consent to these terms on or before the 30th day or continue to use the Services after the 30th day, you agree that your continued use of the Services will be deemed acceptance of those changes and any unfiled claims of which Apollo does not have actual notice under the Pre-Arbitration Demand process are subject to the revised clause. If you do not agree to such change, you may opt out of this Arbitration Agreement by emailing an opt-out notice to legal@apollo.io with the subject line "ARBITRATION OPT-OUT" before the 30-day period expires.
• 7.1.8Survival. This Arbitration Agreement shall survive any termination of these Terms.
• 7.2Bellwether Arbitrations: To promote efficient resolution of similar arbitration demands, if twenty-five (25) or more individual arbitration demands of a substantially similar nature are filed against Apollo by or with the assistance of the same law firm, group of law firms, or organizations within a one hundred and eighty (180) day period ("Mass Filing"), the parties shall each select up to eight (8) individual arbitration demands from the Mass Filing to proceed as "Bellwether Arbitrations," for a total of sixteen (16) Bellwether Arbitrations. Only the Bellwether Arbitrations will be filed and administered with the arbitration provider at this stage. All other demands in the Mass Filing will be held in abeyance and not filed or administered, and no filing or administrative fees for those claims will be due. The statute of limitations and any deadlines to file or pay fees for the non-Bellwether claims will be tolled while those claims are held in abeyance. The Bellwether Arbitrations will proceed individually before the arbitration provider, and Apollo will pay the arbitration provider's costs for these Bellwether Arbitrations. Any party may request that the arbitration provider appoint a sole administrative arbitrator to resolve threshold questions regarding the applicability or enforceability of this Bellwether process, whether demands are part of a Mass Filing, or whether demands were filed in accordance with this agreement. Apollo will pay the administrative arbitrator's fees for these determinations. Following resolution of the Bellwether Arbitrations, the parties will participate in a global mediation, administered by a JAMS mediator, to attempt to resolve the remaining claims in the Mass Filing. JAMS will provide a group of five mediators from which Apollo and claimants will be able to strike one mediator each and then rank the remaining mediators. If the parties are unable to resolve the remaining claims within thirty (30) days following the global mediation, the remaining claims may then be filed and administered individually with the arbitration provider, unless the parties mutually agree otherwise in writing. Any party may request that the arbitration provider appoint an administrative arbitrator to resolve threshold questions regarding the newly filed demands. This Bellwether Arbitration provision does not authorize class, collective, or mass action of any kind, or arbitration involving joint or consolidated claims, except as expressly set forth in this provision. Each claim remains individual. The outcome of any Bellwether Arbitration will apply only to the parties in that arbitration and will not have preclusive or precedential effect on any other claim or arbitration.
• 7.3Limitations to this agreement to arbitrate. This section (Arbitration and Class Action Waiver) shall be limited as follows:
• 7.3.1Intellectual Property Claims. Either Party may bring an action on an individual (not class or representative action) basis in state or federal court or in the U.S. Patent and Trademark Office to protect its patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.
• 7.3.2Small Claims Court. Either Party may seek relief in a small claims court on an individual (not class or representative action) basis for disputes or claims within the scope of that court's jurisdiction.
• 8INDEMNIFICATION. We will have the right, but not the obligation, to participate through counsel of our choice in any defense by you of any Claims as to which you are required to defend, indemnify, or hold us harmless. You may not settle any Claims in a manner that may impose any obligation upon us, without our prior written consent. The members of our corporate family, and its agents, partners, employees, contractors and advertisers, are third-party beneficiaries of this paragraph. Other than such parties, there are no other third-party beneficiaries of these Terms. Should you not in a timely manner agree to indemnify and defend us upon our notice to you of a covered Claim, we may retain our counsel, for whose reasonable fees you shall be liable, and we may settle any such Claim, for which you likewise shall be liable.
• 8.1Indemnification. You agree to indemnify, defend and hold us, our affiliates, directors, officers, employees, contractors, and agents, and our suppliers, licensors, and service providers harmless from and against any actual or threatened loss, liability, claim, demand, damages, costs or expenses by a third party, including reasonable and related attorneys' fees and expenses (collectively, "Claims"), arising out of or in connection with: (1) Your use of the Service; (2) Your breach of these Terms of Service; (3) Your violation of any applicable law or rights; or (4) the Customer Data.
• 8.2Sole Remedy. THE INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS SECTION 8 ARE THE EXCLUSIVE INDEMNIFICATION OBLIGATIONS OF THE PARTIES UNDER THESE TERMS.
• 9LIMITATION OF LIABILITY. Some jurisdictions restrict or do not allow some of the foregoing limitations of liability in contracts, and as a result, the contents of this section may not apply. In cases where such laws apply, the liability of Apollo will be limited to the fullest extent permitted by law.
• 9.1Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE PROVIDED SPECIFICALLY IN THESE TERMS, NEITHER PARTY (NOR ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, PARENTS, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES) WILL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PLATFORM, OR WITH THE DELAY OR INABILITY TO USE SAME, OR FOR ANY SECURITY INCIDENT, OR FOR ANY CONTENT, PRODUCTS, AND PLATFORM OBTAINED THROUGH OR VIEWED ON THE PLATFORM, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHERWISE, EVEN IF THE RESPECTIVE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM A PARTY'S NEGLIGENCE OR GROSS NEGLIGENCE.
• 9.2Direct Damages. IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ANY CLAIM UNDER OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE TOTAL OF THE AMOUNT PAID BY YOU TO US DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE.
• 10CONFIDENTIALITY.
• 10.1Confidential Information. From time to time during the Term, either Party (the "Disclosing Party") may disclose or make available to the other Party (the "Receiving Party"), non-public, proprietary, or confidential information of Disclosing Party that is clearly designated by Disclosing Party as confidential or which Receiving Party should reasonably understand Disclosing Party would expect to be treated as confidential (collectively "Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes lawfully and generally available to the public other than as a result of Receiving Party's breach of this Section 10 or any other duty or obligation of confidentiality owed to the other Party, (ii) is or becomes available to Receiving Party on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information, (iii) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder as evidenced by its records, or (iv) was or is independently developed by Receiving Party without using any Confidential Information.
• 10.2Obligations. Receiving Party will: (i) protect and safeguard the confidentiality of Disclosing Party's Confidential Information with at least the same degree of care as Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care, (ii) not use Disclosing Party's Confidential Information, or permit it to be used, for any purpose other than to exercise its rights or perform its obligations under these Terms, and (iii) not disclose any such Confidential Information to any person or entity, except to Receiving Party's employees, agents, contractors, attorneys or representatives ("Representatives") acting in the course of their obligations and rights hereunder.
• 10.3Required Disclosure. If Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it will, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy and Receiving Party must only disclose or furnish that portion of Confidential Information as such Receiving Party or the applicable Representative is legally obligated or compelled to so produce or disclose.
• 10.4Return or Destruction. At Disclosing Party's request, Receiving Party will return or destroy any Confidential Information Receiving Party obtained from the Disclosing Party. However, nothing contained in this Section 10 will be construed to prohibit Receiving Party from retaining electronic information maintained in compliance with its digital data retention and automated backup procedures provided that such Confidential Information will remain subject to the confidentiality obligations set forth in these Terms.
• 10.5Conflicting Obligations. The provisions of this Section 10 supersede and replace in whole any previous confidentiality, non-disclosure, or similar agreement between the Parties.
• 11CHANGES TO THE SERVICES. We may change the features and functionality of the Services at any time. This may include adding, modifying or removing any features or functionality of the Services or altering the amount of Business Contact Information or other access we provide. These Terms will apply to any changed version of the Services. We may also suspend or stop the Services altogether. In addition, we may impose or alter fees for new or existing aspects of the Services, including updating our credit conversion policies at any time. Material modifications to these Terms are subject to the notice provisions in Section 13(k).
• 12DATA PRIVACY AND SECURITY
• 12.1Data Processing Addendum. The Apollo DPA is hereby incorporated by reference into these Terms. The parties shall comply with the terms of the Apollo DPA as it relates to all processing of Personal Information in connection with these Terms.
• 12.2Privacy Policy. You acknowledge receipt of the Apollo Privacy Policy which describes the collection, use, disclosure, and other handling of information, including Personal Information. Notwithstanding the foregoing, Apollo will not use, and will not permit any third party to use, Customer Data in any manner not expressly authorized in these Terms or the Apollo DPA and, to the extent any terms of the Apollo Privacy Policy overlap or conflict with the terms of these Terms or the Apollo DPA, the terms of these Terms or the Apollo DPA will govern.
• 13MISCELLANEOUS.
• 13.1Complete Agreement and Understanding. These Terms, together with any applicable Order Form, the Apollo DPA, and any other documents incorporated by reference, are the entire and exclusive understanding and agreement between you and Apollo regarding the Platform as well as the Customer Data. These Terms supersede and replace any and all prior oral or written understandings or agreements between you and Apollo regarding such topics (including, with respect to the subject matter hereof, any non-disclosure or confidentiality agreement previously entered into between the Parties).
• 13.2Apollo's Relationship with You. The relationship between you and Apollo is that of independent contractors, and nothing in these Terms will be construed to create or imply any other relationship (such as a partnership or an employer/employee or agency relationship).
• 13.3Assignment. We may assign these Terms at our discretion. You may not assign, sublicense or transfer these Terms (or our license grant to you herein) in whole or in part to anyone else.
• 13.4Severability. If any provision of these Terms is determined by a court to be invalid, illegal, or unenforceable, that determination will not affect the validity or enforceability of the remaining provisions of the Terms, and each provision will be considered as separate, severable, and distinct from each other.
• 13.5Waiver. No waiver of any obligation or right of either party will be effective unless such waiver is provided in writing, and executed by the party against whom it is being enforced.
• 13.6Notice. Legal notices to us (including but not limited to termination notices) must be sent to legal@apollo.io or 440 N Barranca Ave #4750, Covina, CA 91723. We will send legal notices to you via a method of our choosing that is reasonably intended to provide such notice to you, including without limitation via the Services or to the email or other address you have provided to us.
• 13.7Equitable Remedies. In the event of a breach of confidentiality, a data breach, or violation of license restrictions, the breaching party understands and agrees that direct money damages may not be an adequate remedy for any such breach and agrees that the non-breaching party is entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach. The breaching party further agrees to waive any requirement for the non-breaching party to secure or post any bond in connection with such remedy.
• 13.8Publicity. Apollo may identify you as an Apollo customer and use your name, logo, and trademarks in Apollo's customer lists, website, sales materials, investor materials, presentations, social media, and other marketing materials, provided Apollo does not disclose your confidential or proprietary information and complies with your trademark usage guidelines provided to Apollo in writing.
• 13.9Case Studies. Apollo may create and publish a case study describing your use of Apollo's products and platform, including your name, logo, use cases, and results, provided the case study does not disclose your confidential or proprietary information. You may review the final content to identify confidential information, factual inaccuracies, or improper trademark use and must provide any requested changes within five (5) business days after receipt. Apollo may use the case study for marketing and promotional purposes and may publish it after making any changes reasonably necessary to address your permitted review comments.
• 13.10AI Policy. You acknowledge and agree to the Apollo AI Policy, which Apollo may update from time to time. For additional information about the AI features available in the Platform, including how they work and how data is used, visit https://knowledge.apollo.io/hc/en-us/articles/37242880230541-Apollo-AI-Overview.
• 13.11Amendments; Modifications. Apollo may change the features and functionality of the Platform at any time, including any credit conversion policies. These Terms will apply to any changed version of the Services. We may also suspend or stop the Services altogether. In addition, we may impose or alter fees for new or existing aspects of the Services, including updating our credit conversion policies at any time. Apollo will notify you of material modifications to these Terms through such means as it deems appropriate, including but not limited to email, notifications, or posts on the Website, at least thirty (30) days before such modifications take effect. Your continued use of the Services after the effective date of any modification means you accept and agree to the changes. In addition, Apollo may inform you in writing (including by email) of any additional, reasonable policies that Apollo deems necessary to comply with legal or contractual obligations. Such policies will become effective within thirty (30) days of Apollo's delivery of such policies to the last known or provided email address that you have provided to Apollo.
• 13.12Order of Precedence. In the event of any direct conflict between the terms of these Terms and the terms of any Order Form, Addendum, or any other document incorporated by reference (including but not limited to, policies, terms of service, or other linked documents), the following will apply in descending order of precedence: (1) Apollo DPA; (2) Order Form, if any; (3) Other Addenda, if any; (4) Terms; (5) Linked policies. The parties agree that any term or condition stated in a Customer quote, bid, purchase order, or in any other Customer order documentation (excluding the Order Form) is void.
• 13.13Beta Services. Apollo may offer optional Beta Services. Beta Services may be subject to additional terms which may supplement, but not supersede the terms of these Terms of Service. BETA SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES AND APOLLO HAS NO LIABILITY FOR BETA SERVICES AND MAY TERMINATE OR DISCONTINUE BETA SERVICES AT ANY TIME IN ITS SOLE DISCRETION.
• 13.14Export Restrictions. You must not access or use the Service: (i) in or relating to any country or territory that is the subject or target of comprehensive trade or economic sanctions imposed by the U.S. government or other applicable governmental authorities, including the European Union, United Kingdom, or United Nations ("Sanctions"); (ii) for the benefit or on behalf of any person listed in any Sanctions-related list of designated persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), the U.S. Department of State (including OFAC's List of Specially Designated Nationals and Blocked Persons), or equivalent sanctions authorities, or any person owned 50 percent or more by such person; or (iii) otherwise in violation of any applicable Sanction, embargo, prohibition or restriction. In addition, you must comply with all applicable laws and regulations governing the export, re-export and transfer of the Service and you are responsible for obtaining any required export or import authorizations.
• 13.15Monitoring. We, or service providers working with us, may monitor the Services for any legitimate business purpose, including to monitor compliance with these Terms or evaluate how the Services are being accessed and used. We will be the sole and final arbiter as to whether the Services are being misused or these Terms are being violated. If we believe you have violated these Terms (or any law) we may terminate your account and access to the Services immediately and without notice. In such a situation we also may seek civil, criminal or injunctive relief, at our sole discretion and without obligation, to enforce these Terms and the law.
• 13.16Applicable Law. The Terms of Service and the relationship between us shall be governed in all respects by the laws of the State of California, without regard to its conflict of law provisions. Any claim or dispute either of us may have against the other that is not subject to arbitration must be resolved by a court located in San Francisco County, California (or by a small claims court located elsewhere in the United States when Section 7(c)(ii) applies). We both agree to submit to the personal jurisdiction of the courts located within San Francisco County, California (or a small claims court located elsewhere in the United States when Section 7(c)(ii) applies), for the purpose of litigating all such claims or disputes that are not subject to arbitration.
• 13.17Force Majeure. Neither party will be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent caused by circumstances beyond its reasonable control. The affected party will use commercially reasonable efforts to resume performance as soon as practicable. If the event continues for more than sixty (60) consecutive days, either party may terminate the affected Order Form(s) upon written notice, and Apollo will refund any prepaid fees for the remainder of the Subscription Term on a pro-rata basis.