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Last Modified: [July 13, 2022]
PLEASE READ THESE REFERRAL PROGRAM TERMS (THIS “AGREEMENT”) CAREFULLY. BY APPLYING TO OR PARTICIPATING IN THE APOLLO.IO REFERRAL PROGRAM (THE “PROGRAM”) AND/OR BY CLICKING A BUTTON AND/OR CHECKING A BOX MARKED “CONFIRM,” “I AGREE,” OR SOMETHING SIMILAR, 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 17.b (THE “ARBITRATION AGREEMENT”) AND A CLASS ACTION/JURY TRIAL WAIVER CLAUSE IN SECTION 17.c (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 LAW (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 (“Affiliate,” “you,” or “your”) participating in the Program, which is operated by ZenLeads Inc. (“Apollo,” “us,” “we,” or “our”). This Agreement complements, and hereby incorporates by this reference, Apollo’s Terms of Service, currently available at 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, then (a) you are solely responsible for all acts and omissions of your employees, contractors, agents, and other representatives (collectively, “Affiliate Representatives”), and any act or omission by an Affiliate 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 Affiliate Representative aware of this Agreement’s provisions, as applicable to such Affiliate Representative, and you will cause each Affiliate Representative to comply with such provisions.
To apply for participation in the Program, you must: (a) agree to this Agreement; (b) submit an application to participate in the Program; and (c) provide a valid account for a payment processor (such as PayPal or Stripe) acceptable to us, in our sole discretion (“Payment Method”). Your use of the Payment Method will be subject to separate terms made available by such Payment Method, and will not be governed by this Agreement. After your completion of the enrollment requirements described in this Section, you may be accepted into, and enrolled in, the Program. Acceptance into the Program may be granted, denied, or withheld in our sole discretion. Apollo reserves the right to re-evaluate your enrollment in the Program at any time, and reserves the right to terminate this Agreement and/or your participation in the Program at any time, for any or no reason, upon notice to you. If you complete the enrollment requirements described in this Section on behalf of a company, organization, or other entity, then (i) each of “Affiliate,” “you,” and “your,” as used in this Agreement, includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of that entity with the authority to bind that entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.
This is a contract between you and Apollo. You may participate in the Program only if you can form a binding contract with Apollo, and only in compliance with Applicable Law. The Program is not available to you if you were previously removed from the Program by Apollo.
By participating in the Program, you represent and warrant that (a) you are not located in, and have no presence in or ties to, a country that is subject to a U.S. Government embargo, that is under sanction by the Office of Foreign Assets Control (“OFAC”), or that has been designated by the U.S. Government as a “terrorist supporting” country (each such country, a “Prohibited Country”); and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. Participation in the Program in breach of the foregoing is prohibited. You will not advertise to, or otherwise engage in commercial activities with, persons or businesses residing in Prohibited Countries.
3. Affiliate Fees
Subject to the terms and conditions of this Agreement, for each entity that, within ninety (90) days of clicking on your Affiliate Link, subscribes to a paid plan for Apollo services described at apollo.io/pricing/ (each such entity, a “Customer,” and, each such paid plan, a “Subscription”), you will receive a portion of the revenue actually received by Apollo for the Subscription’s first year, excluding any applicable taxes, refunds, chargebacks, reversals, costs of collection, and the like (“Affiliate Fee”). If and when you are accepted into, and enrolled in, the Program, you will receive access to a dashboard designed to assist you in tracking clicks on your Affiliate Link, Subscriptions purchased by Customers, and your eligibility for Affiliate Fees (the “Dashboard”). The Affiliate Fee for which you may be eligible may vary according to the Subscription purchased by the applicable Customer; please refer to the Dashboard to review details regarding Affiliate Fee(s) for which you may be eligible. For clarity, any 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, Affiliate Fees. You will not be entitled to any reimbursement of any expenses, or for any payment or compensation of any type, other than the Affiliate Fees, if any.
Affiliate Fees are up for processing according to a cadence that matches the applicable Customer’s payment terms. For example, if Customer A pays Apollo for a monthly Subscription, you will be entitled to Affiliate Fees for each of the first twelve (12) consecutive months during which Customer A pays for such Subscription; if Customer B pays Apollo for an annual Subscription, you will be entitled to one payment of Affiliate Fees (in each case, provided that all other conditions set forth in this Agreement regarding Affiliate Fees are met).
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 Affiliate Fee 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 Affiliate Fees 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.
4. Program Rules
5. FTC Disclosure Requirements
Without limiting the generality of Section 4.a above, you represent and warrant that you will include a disclosure statement that is in compliance with all FTC Guidelines (each, a “Material Connection Disclosure Statement”) within any and all Affiliate Channels and any other content that includes your Affiliate Link. Each Material Connection Disclosure Statement will clearly and concisely state that we may compensate you in connection with your participation in the Program. You further represent and warrant that any statements you make about Apollo, the Program, and/or our products and services, including, without limitation, Subscriptions, will reflect your honest opinions, beliefs, and/or experiences, and will not be false, misleading, or unsupported. Each Material Connection Disclosure Statement you make will adhere to the following guidelines:
The “FTC Guidelines” include, without limitation, the FTC’s “Dot Com Disclosures” guidelines (available at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf), the FTC’s Endorsement Guides (available at https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking), the FTC’s Native Advertising guidelines (available at https://www.ftc.gov/tips-advice/business-center/guidance/native-advertising-guide-businesses), 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.
6. Maintenance of Affiliate Channel(s)
The maintenance and the updating of the Affiliate Channel(s) will be your sole responsibility. We have the right to monitor the Affiliate Channel(s) at any time to determine their compliance with the terms and conditions of this Agreement. We may notify you of any changes to the Affiliate 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 Affiliate Channel(s), we may terminate your participation in the Program, effective immediately upon written notice to you.
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 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.
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 Affiliate Fees, or by merging the Program with another program. If we make changes to this Agreement, we will post the amended Agreement at https://bit.ly/3yzoAy6 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, you must stop participating in the Program.
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, with or without cause, by giving us at least ten (10) days’ written notice. Upon any termination your participation in the Program, (a) you will immediately cease all activities in connection with the Program, (b) you will immediately cease all use of, and remove from the Affiliate Channel(s), your Affiliate 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 Affiliate 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 3.d, 4, 5, 7, 9, 10.c, 10.d, and 11 through 18 (inclusive), will survive such termination.
10. Licensed Materials; Ownership
11. Representations and Warranties
You represent and warrant that:
You hereby release, on behalf of yourself and any Affiliate Representatives, Apollo from any and all Losses arising out of or related to a dispute between you and a third party (including any other Affiliate) in connection with the Program. In addition, you waive, on behalf of yourself and any Affiliate Representatives, any Applicable Law 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.”
You will indemnify, hold harmless, and (at Apollo’s option) defend Apollo and its affiliates, 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 Affiliate 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 Affiliate 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 Affiliate 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 Law; (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 Affiliate 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.
THE PROGRAM, YOUR AFFILIATE 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 AFFILIATE OR ANY OTHER THIRD PARTY.
16. 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 AFFILIATE 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.
17. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
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 firstname.lastname@example.org 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.
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 email@example.com (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.
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.
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.