Partner Terms

1. These terms and conditions ("Terms") contain regulations of your ("Partner" or simply "you", "your", etc.) participation in Toggl's partnership program ("Program").
2. The Program is organised by Toggl OÜ, a private limited liability company established and operating under the laws of Estonia, with its corporate seat at Tallinn, address: Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia, registry number 11346813 ("Toggl" or simply "we", "our", "us", etc.).
3. The purpose of the Program is to have you, the Partner, promote our Services and Software (as defined in Toggl Track Terms of Service), bring our products to new audiences, and reward you for your activity.
4. These Terms do not create an exclusive relationship between you and Toggl. You have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation, and use of similar services and products of third parties, and Toggl has the right to find other Partners.
5. Further information about the Program can be obtained by visiting the Knowledge Base article on this subject, which constitutes an integral part of these Terms ("Documentation"). You are advised that, before signing up as a Partner and accepting these Terms, you should study the Documentation pertaining to the Program.
6. Schedules to these Terms constitute an integral part thereof. Schedule A applies to partnerships administered through the PartnerStack platform. Schedule B applies to direct partnerships not administered through PartnerStack. In the event of any conflict between the Terms and the applicable Schedule, the Schedule shall prevail.
7. In these Terms, "Tracking Link" means any URL, link, or tracking mechanism provided by Toggl to the Partner for the purpose of tracking promotional activities, including (as applicable) links provided through the Platform (under Schedule A) or UTM-parameterised links or other tracking mechanisms as specified in the IO (under Schedule B).
8. These Terms are binding and enforceable for you and Toggl, and in conjunction with the Documentation and the applicable Schedule, they stipulate a legal agreement in relation to your participation in the Program, and contain the general principles and conditions of the Program and your participation therein, as well as the rights and obligations of you and Toggl.

9. Participation in the Program is free of charge. Prior ownership of a user account of any Toggl product or offering is not a prerequisite of participation.
10. The Program is directed at and open to any natural person above the age of 18 with full legal capacity or to any duly established and legally operating legal person, who has completed an application to become a Partner. By submitting the application, you declare to be familiar with the content of these Terms and to unconditionally accept their provisions. In doing so, you represent and warrant to us that you have full power and legal capacity and authority to enter into these Terms. If you enter into these Terms on behalf of a legal person, you represent and warrant that you have full power and authority to enter into these Terms on behalf of that legal person (e.g. as its authorised officer, director, management board member), and that these Terms are binding and enforceable upon such legal person.
11. The method of application, onboarding, and tracking of your participation shall be determined by the applicable Schedule.
12. Over the course of your participation, and upon our approval, you will be appointed as a non-exclusive Partner. As our Partner, you may not present yourself as a part of Toggl and may not create any obligation on behalf of Toggl. You shall invest reasonable time in promoting our products and services, and do it with good quality.
13. Over the course of your participation in the Program, you undertake, at all times, to comply with these Terms, the applicable Schedule, and the Documentation, as well as any laws applicable to you locally, any and all governmental regulations, ordinances, judicial and/or administrative orders, licenses, permits, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you or applicable to you, as well as the laws of the Republic of Estonia.

14. Your compensation for participation in the Program ("Compensation") shall be determined by the applicable Schedule and, where relevant, by any insertion order, media plan, campaign brief, or similar document agreed between the Parties ("IO").
15. Participation in the Program does not result in obtaining any discounts for the Services, either to the Partner or to any referred customers, unless we stipulate otherwise in writing.
16. Each Party shall bear its own expenses, currency conversion fees, and similar. The Compensation you are entitled to under the applicable Schedule (and any IO, where relevant) is the sole payment you receive in relation to your services under the Program.
17. Where the Parties enter into an IO, the IO shall specify the Compensation payable and any deliverables required. The IO may provide for Compensation in addition to or instead of the standard Compensation under the applicable Schedule.
18. You are responsible for payment of all taxes and fees (including bank fees) applicable to your Compensation. Depending on your jurisdiction, you may be required to provide a tax invoice and further information prior to or upon receiving payments. Identifying, establishing, filing and remitting any such tax, fee, penalty or other payment shall be entirely your responsibility and we offer no advice, guarantees or information concerning such requirements as may be necessitated by your jurisdiction. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
19. We have the right to disqualify you from the Program and refuse to pay out Compensation at our discretion, particularly in case the Compensation has been earned through fraudulent means, misuse of Tracking Links, illegal, overly aggressive or questionable business practices, in violation of these Terms, contrary to the Documentation, or by any other means that we deem to breach the spirit of the Program.
20. Any remuneration payable to the Partner beyond the standard Compensation as set out in the applicable Schedule shall require prior written approval from Toggl. Such additional remuneration shall only be due and payable if expressly specified in an IO that (i) sets out the scope of the services, deliverables, or additional promotional efforts, and (ii) is signed or otherwise expressly approved in writing by Toggl. For the avoidance of doubt, no verbal or implied commitments shall give rise to any entitlement to additional remuneration.

21. You represent and warrant that you have all sufficient rights and permissions to participate in the Program.
22. You undertake that your participation in the Program will not conflict with any of your existing agreements or arrangements.
23. You represent and warrant that you will only act in a legal, bona fide manner and that you will not infringe on any intellectual property right or act in any deceptive practice when participating in the Program.
24. You further represent and warrant that you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Program (for example, by clearly stating you are a Toggl Partner on any website or in any social media where you promote Toggl).
25. You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. You shall not employ spyware, parasiteware, viruses, adware, or similar software, or other deceptive methods.
26. For the purposes of the Program, you shall not conduct any marketing activities by means of spam, unsolicited emails, or any other unsolicited communications.
27. You agree not to use the Program to harass, abuse, threaten others, violate intellectual property rights, perpetrate any fraud, engage in any unlawful gambling, publish or distribute any material which incites violence, hate, or discrimination towards any group, any sexually explicit material, or to unlawfully gather information about others.
28. You shall not create, publish, distribute or permit any written material that makes reference to Toggl beyond what is necessary for the performance of your obligations under the Program without first obtaining our prior written consent.
29. Toggl will not pay Compensation where the Partner uses the Program to obtain discounts for their own accounts or Organizations, or otherwise engages in self-dealing. Such conduct will be considered a major breach of these Terms and may lead to exclusion from the Program and forfeiture of expected payments.
30. You are prohibited from using Tracking Links or otherwise participating in the Program in a manner that negatively impacts Toggl's marketing efforts or conflicts with Toggl's brand advertising. This includes, but is not limited to: bidding on keywords (including branded or trademarked keywords such as "Toggl" or any variations thereof) on search networks, purchasing ads targeting Toggl's websites, or otherwise competing with Toggl for advertising space. Toggl may authorise specific paid advertising activities in writing on a case-by-case basis.
31. You are prohibited from offering, promoting, or participating in any form of cashback, rebate, or incentive schemes in connection with the Program, unless Toggl has expressly provided you with a discount code or other promotional mechanism for such use. Unauthorised cashback or incentive activity will be considered a material breach of these Terms.
32. Where Toggl provides you with discount codes for promotional use, you may only promote codes that have been explicitly issued to you by Toggl for your individual use. The promotion, sharing, or publicising of any unauthorised or publicly available discount codes is strictly prohibited.

33. Subject to the limitations below, Toggl grants you a non-exclusive, non-transferable, non-sublicenceable and revocable license to use our trademark, brand name, and promotional materials in conjunction with the Program and use Toggl's intellectual property contained therein exclusively in conjunction with identifying Toggl, in accordance with these Terms.
34. During the term of your participation in the Program, in the event that you use any of our trademarks, logos, or similar intellectual property available to you, you shall only use them in connection with the Program, in accordance with these Terms, and in compliance with our Media Kit: Logos, Product Images and Press Releases.
35. You cannot use our Intellectual Property Rights with another brand name or as a bundled project. It also means that you cannot allow others to use the content we licensed to you.
36. You will immediately comply if we request that you discontinue the use of Tracking Links or any of our trademarks, logos, or similar intellectual property. We reserve the right to deactivate Tracking Links at any time if we reasonably believe that you infringe on the provisions of these Terms.
37. You must not use any of our logos, trademarks, or similar intellectual property in a misleading way, or otherwise in a way that implies we endorse, sponsor or approve of your services, products, or content. You are forbidden from using our trademarks, logos, or similar intellectual property in violation of any applicable laws or in connection with obscene, indecent, or unlawful topics or materials.
38. No license to any software is granted by these Terms. Toggl retains all ownership rights in its Services. We grant to you only the rights and licenses expressly stated in these Terms, and you receive no other rights or licenses with respect to us, our services, our trademarks, or any other property or right of ours. This Agreement shall in no way limit our right to sell our services directly or indirectly, to any current or prospective customers.
39. You are solely responsible for any content, such as text, images, and all other forms of data or communication posted on your personal pages. Your site, blog, social media, or any platform through which you promote Toggl must adequately and accurately disclose, either through a dedicated privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors.

40. Our relationship is confidential; meaning that the specific terms of your Compensation are confidential, but the fact that we have a partnership is not. You should add a decent disclosure if required by law that you participate in the Program, but you should not disclose the specific terms of your Compensation to others.
41. From time to time, we may share with you information considered as confidential. As used herein, "Confidential Information" means any proprietary or sensitive information disclosed by us to you, whether oral, written, electronic, or otherwise, in connection with these Terms, which may include, but is not limited to, trade secrets, business plans, financial data, customer lists or data, personal data, technical specifications, and any other information marked or reasonably understood to be confidential or is explicitly designated by us as confidential.
42. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to us or (ii) was known to you prior to its disclosure by us without breach of any obligation owed to us.
43. You shall: (i) protect the confidentiality of our Confidential Information using the same degree of care that you use with your own confidential information; (ii) not use any Confidential Information for any purpose outside the scope of these Terms; (iii) not disclose Confidential Information to any third party. You may disclose Confidential Information if required to do so under any laws, statutes, rules or regulations, having previously informed us thereof.

44. You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such action is based upon or arises out of (a) your participation in the Program; (b) our use of the data you provided us; (c) your noncompliance with or breach of these Terms.
45. We will: notify you in writing within thirty days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that imposes an obligation on us, requires us to make an admission or imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

46. Toggl shall not be liable for the exclusion of the Partners from the Program in case of non-compliance with these Terms, provision of false or inaccurate information, or non-compliance with any laws applicable to the Partner or Toggl.
47. To the extent permitted by law, in no event shall Toggl be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.
48. You acknowledge that the Service (as defined in Toggl Track Terms of Service) (i) has not been designed to meet any specific requirements, (ii) may from time to time suffer interruptions and be occasionally unavailable, (iii) has and will continue to have certain bugs and vulnerabilities, and (iv) should not be relied upon in inherently dangerous circumstances. The Software (as defined in Toggl Track Terms of Service), the Service, and anything offered or delivered as a part of, in conjunction with, or by means of any Feature (as defined in Toggl Track Terms of Service) is provided on an "as is" and "as available" basis. We make no representations or warranties about the suitability, reliability, availability, security of our Services.
49. Neither Party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
50. If, notwithstanding the other provisions of these Terms, Toggl is determined to have any liability to you or any third party, we hereby agree that our aggregate liability will be limited as set out in the applicable Schedule.

51. These Terms will apply for as long as you participate in the Program until terminated by you or us in accordance with these Terms or the applicable Schedule.
52. We reserve the right to terminate your participation in the Program at any time by providing you with notice of such termination, with immediate effect, at our sole discretion. When we terminate our relationship, you must cease using all of our Intellectual Property.
53. In any case we suspect any breach of these Terms, we may also suspend your participation until we receive sufficient evidence from you that shows that no breach occurred. In such case, we may require a review of your books and records prior to reinstatement.
54. You may terminate these Terms at any time on thirty (30) days' notice to us, unless otherwise specified in the applicable Schedule or IO.
55. Toggl is entitled to disable, remove or change Tracking Links at any time.

56. We may, from time to time, update or replace these Terms, especially if the Program is altered, revised, terminated or becomes part of another program. You will be informed about the changes in writing or through any platform used to administer your participation. You will always have the option to terminate the contractual relationship between us, provided that you promptly inform us in writing prior to the new Terms coming into force. If any modification of these Terms is unacceptable to you, your only recourse is to terminate these Terms. Your continued participation in the Program following any modifications constitutes your agreement to such modification.
57. Any use of the Software, Service or Features (as defined in Toggl Track Terms of Service), subscription to any particular Service Plan, regardless of the fact if performed under this Program or not, is subject to Toggl Track Terms of Service.
58. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms. If we approve your participation in the Program, we consider you an independent service provider. This means you should pay all applicable taxes, make sure that you have proper insurance, and not make any statement on our behalf. It also means that we will pay you the sums we agree upon on specific dates. You will not make any statement, whether on your site or otherwise, that would reasonably contradict anything in this clause.
59. All claims related to the Program must be sent in writing to Toggl at:
    
    Toggl OÜ
    Tornimäe tn 5
    10145 Tallinn, Estonia
    
    In any other matters, including for the purpose of receiving any additional information regarding the Program, we can be reached under the e-mail address: affiliates[at]toggl.com.
60. These Terms, in conjunction with the Documentation and the applicable Schedule and IO (if executed), constitute an entire agreement between us for the Program and supersede all other proposals or agreements, whether electronic, oral or written, between us.
61. You may not assign any of your rights under these Terms, including any assignment or transfer by reason of merger, reorganisation, sale of all or substantially all of assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or subsidiary or in the event of merger, reorganisation, sale of all or substantially all of our assets, change of control or operation of law.
62. Participation in the Program requires the processing of personal data by us. By engaging in the Program, you acknowledge that your data will be processed in compliance with the data processing practices outlined in the Toggl Privacy Policy, and the legal basis for the processing is the necessity to fulfil the contractual agreement, i.e. these Terms.
63. Capitalised and bolded terms in these Terms shall be deemed to be contractually defined. In case of no definition, such terms shall have the meaning assigned to them in Toggl Track Terms of Service. The headers shall not be included in the interpretation. The provisions of these Terms are independent from each other and the invalidity of one clause does not affect the validity of the others. In the event that one of the clauses of these Terms is held to be invalid or otherwise void, this clause shall be deemed to be substituted by a new one so as to effect the original intent of Toggl as closely as possible, and the remainder of these Terms will continue in effect.
64. Nothing in these Terms, express or implied, is intended to or shall confer upon any person or entity (other than the Parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
65. These Terms and the Program shall be governed by the laws of the Republic of Estonia, without giving effect to its conflicts of laws principles.
66. All disputes arising from or otherwise concerning these Terms (including disputes concerning the formation or validity hereof) shall be resolved by arbitration as follows: (i) the matter shall be arbitrated by the Arbitration Court of the Estonian Chamber of Commerce and Industry (ACECCI); (ii) the proceedings shall be conducted in accordance with the ACECCI's then-current arbitration rules; (iii) the seat of arbitration shall be Tallinn, Estonia; and (iv) any decision (order, judgment or other) that the ACECCI may deliver in such a dispute shall be enforceable in all jurisdictions. Each Party hereby irrevocably submits to the ACECCI's jurisdiction and waives any and all objections it may have thereto.
67. If the above agreement with respect to arbitration proves to be void or unenforceable, all disputes to which it was intended to apply shall be subject to the exclusive jurisdiction of Estonian courts, with Harju County Court in Tallinn as the court of first instance (save where the relevant rules of procedure provide for the mandatory jurisdiction of another Estonian court, in which event the latter shall apply).

This Schedule A applies to Partners who participate in the Program through the PartnerStack platform.

1. Participation in the Program under this Schedule is technically made possible through an external tool ("Platform") that we make available to you upon your acceptance into the Program and for you to use and track your participation. Through the Platform, we will provide you with a specific, individual Tracking Link which you place on your site or promote through other channels. Through the Platform, you will be able to track your participation, and view reporting options and compensation accrual.
2. In order to participate in the Program under this Schedule, you must complete the application at https://toggl.com/track/affiliates/, accept these Terms, accept the Partner Agreement of the Platform at https://partnerstack.com/legal/partner-agreement, and sign up. Once you complete an application to become a Partner, we will review your application and notify you whether you have been accepted to participate in the Program or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. If we do not notify you that you are accepted to participate in the Program within thirty days of your application, your application is considered to be accepted.
3. Over the course of your participation, you shall act to refer new potential customers ("Referred Customer") to purchase our products and services using the Tracking Link provided to you.
4. Your participation is personal, meaning you cannot have sub-affiliates or share your Commission with anyone else.

5. Compensation under this Schedule takes the form of commission-based payments ("Commission"). In order to be eligible for Commission, the Referred Customer must make an Eligible Payment through the Partner's Tracking Link.
6. You will be remunerated solely with respect to qualified payments of Referred Customers, who cumulatively fulfil the criteria set out in the following clauses ("Eligible Payment").
7. Eligible Payment under this Schedule shall mean the very first payment of the Referred Customer's Organization that is not withdrawn, deducted, discounted, or otherwise refunded, and does not undergo a chargeback procedure within 45 days (the locking period) of the payment. Referred Customer's payment can be considered an Eligible Payment regardless of the fact if the Referred Customer had been an existing Customer of Toggl or if it is a new lead from the Partner, provided that the Referred Customer had never made a payment beforehand, i.e. the Partner had caused the Referred Customer to move from a free to a paid Service Plan.
8. Referred Customer's payment shall not be considered an Eligible Payment in case: (a) the Referred Customer had been introduced to Toggl by another Partner; (b) had subscribed to our Services of their own volition without using the Tracking Link, or had otherwise misused or failed to use the Tracking Link; (c) the Referred Customer has paid or will pay such commissions, referral fees, or other compensation directly to you; or (d) the Referred Customer had previously been approached by Toggl's own representatives, agents, or employees in relation to potential contracting.
9. Toggl will not pay Commission for the so-called self-dealing, i.e. using the Program to obtain discounts for own accounts and Organizations. Such conduct will be considered a major breach of these Terms and may lead to the exclusion from the Program and the forfeiture of expected payments.
10. Commission is calculated only upon payment to the Partner. Until then, the expected payment is not an obligation from us to you, but an estimation of future revenues. No obligation of payment arises for Toggl unless (a) the sum of the commissions from Referred Customers exceeds the payout threshold of 5 USD; (b) 90 calendar days have passed since the payout threshold elaborated in point (a) was reached.
11. Commission shall be calculated as 30% of our net revenues from Eligible Payments, which means our total revenues, minus taxes, chargebacks, cancellations, bad debt, collection costs, clearing costs and payments made in order to collect the payment. You agree that our books and records are deemed as accurate and that our tracking is final.
12. Payments shall not be made more often than once every 90 days unless we agree otherwise in writing. In order to receive payment under this Schedule, you must have: (a) agreed to these Terms (generally completed through the Platform); (b) completed all steps necessary to create your account in the Platform in accordance with our directions; (c) have a valid and up-to-date payment method (usually PayPal) in the Platform; (d) reached the payout threshold of 5 USD for each payout.
13. If we provide a Referred Customer who made an Eligible Payment with a refund, if they initiated a successful chargeback procedure or the payment had to be returned for any other reason, and we have already paid out the Commission to you, then we may deduct the Commission from your future payout, or request that you return such fees. You also agree that we may offset any sums that you may owe us from any future payments.
14. Aside from the Commission, Toggl may introduce other benefits in kind, for instance dependent on the volume of Referred Customers, which will be from time to time described in the Documentation or communicated to the Partner directly.

15. In addition to the advertising restrictions in the Terms, the following applies to Partners under this Schedule: Paid advertising, including but not limited to pay-per-click (PPC) campaigns, is not permitted as a promotional method under the Program, except as expressly authorised in writing by Toggl. You may use paid advertising solely to promote your own website, content, or other owned properties—not to promote your Tracking Link directly—provided that (i) such advertising complies with the restrictions in the Terms and this Schedule, (ii) it does not target Toggl's brand, products, or trademarked terms, and (iii) it adds genuine value to Toggl's brand and product reputation. Any PPC advertising that targets Toggl-related keywords or redirects traffic directly to Toggl or its subdomains is strictly prohibited without Toggl's prior written consent and must adhere to a mutually agreed list of keywords. Violation of this clause may result in immediate suspension or termination of your participation in the Program.
16. Any Commission generated through the use of unauthorised discount codes, or through violation of the advertising restrictions in the Terms or this Schedule, will be deemed invalid and forfeited. Repeated misuse may result in suspension or termination from the Program.

17. Toggl will not be liable to you with respect to any failure by you or anyone else to use your Tracking Link, nor will we be liable in case where the Referred Customer is not able to accept cookies, disables cookies, the relevant cookies expire, they are removed incidentally or accidentally, including to the extent that such failure or occurrence may result in any reduction of amounts that would otherwise be paid to you pursuant to these Terms.
18. If, notwithstanding the other provisions of these Terms, Toggl is determined to have any liability to you or any third party, we hereby agree that our aggregate liability will be limited to the total Commission amounts you have actually earned for the related customer transactions in the three month period preceding the event giving rise to a claim.

19. Upon termination of your participation in the Program under this Schedule, regardless of whether due to your breach or otherwise, you agree to relinquish any remaining expected future payments that have not been paid out.

20. You acknowledge that accessing the Platform means that your data will be transferred to its operator, i.e. PartnerStack Inc. This transfer may result in the processing of your personal data by PartnerStack, Inc., not only as Toggl's processor, but also as an independent controller, and prior to signing up, you have made yourself acquainted with the privacy policy of the Platform available under https://partnerstack.com/legal/privacy-policy and the Partner Agreement available under https://partnerstack.com/legal/partner-agreement.

This Schedule B applies to Partners who participate in the Program through direct agreements with Toggl, without using the PartnerStack platform.

1. Participation in the Program under this Schedule is established through a direct agreement between Toggl and the Partner, typically documented in an IO that references these Terms.
2. The specific scope of the partnership, including deliverables, promotional activities, and timeline, shall be set out in the IO agreed between the Parties.
3. Upon acceptance into the Program under this Schedule, Toggl will provide you with Tracking Links containing UTM parameters or other tracking mechanisms as specified in the IO. You are obligated to use only the Tracking Links provided by Toggl for all promotional activities related to the Program.

4. Compensation under this Schedule shall be as specified in the IO agreed between the Parties. Unless otherwise specified in the IO, Compensation under this Schedule takes the form of a fixed fee for the services and deliverables specified, and is not calculated as commission on sales generated.
5. Payment shall be made upon receipt of a valid invoice from the Partner, in accordance with the payment terms specified in the IO. If no payment terms are specified in the IO, payment shall be due within 30 days of receipt of a valid invoice.
6. Invoices must be submitted to the address or email specified in the IO. Invoices must include: (a) the Partner's legal name and address; (b) a reference to the IO; (c) a description of the services provided; (d) the amount due; (e) bank account details or other payment information; and (f) any tax identification numbers required by applicable law.
7. Toggl reserves the right to withhold payment if the Partner has failed to deliver the services or deliverables specified in the IO, or if the Partner is otherwise in breach of these Terms.

8. The Partner shall provide the services and deliverables specified in the IO in a timely and professional manner, in accordance with any specifications, guidelines, or instructions provided by Toggl.
9. AWhere the IO specifies that the Partner will create content or materials featuring Toggl's brand, products, or services, the Partner shall submit such content or materials to Toggl for approval prior to publication or distribution. Toggl shall respond to approval requests within a reasonable timeframe, and the Partner shall incorporate any reasonable changes requested by Toggl.
10. The Partner shall use only the Tracking Links provided by Toggl for all promotional activities. Failure to use the correct Tracking Links may result in the inability to track the effectiveness of the partnership, but shall not affect the Partner's entitlement to Compensation for services properly rendered under the IO.
11. The Partner shall provide Toggl with reasonable reporting on the promotional activities undertaken, as specified in the IO or as reasonably requested by Toggl.

12. The Partner shall not use Toggl's trademarks, logos, or brand assets in any manner that is misleading, defamatory, or otherwise harmful to Toggl's reputation.
13. Unless expressly authorised in the IO, the Partner shall not engage in paid advertising that uses Toggl's brand, trademarks, or product names as keywords or targeting criteria.
14. The Partner shall not make any representations or warranties on behalf of Toggl, or make any commitments or promises to third parties on behalf of Toggl, without Toggl's prior written consent.

15. If, notwithstanding the other provisions of these Terms, Toggl is determined to have any liability to you or any third party, we hereby agree that our aggregate liability will be limited to the total Compensation paid or payable to the Partner under the relevant IO.

16. Either Party may terminate the partnership under this Schedule by providing written notice in accordance with the termination provisions specified in the IO. If no termination provisions are specified in the IO, either Party may terminate on thirty (30) days' written notice.
17. In the event of termination, Toggl shall pay the Partner for services properly rendered up to the date of termination, on a pro-rata basis where applicable. The Partner shall not be entitled to any Compensation for services not yet rendered or deliverables not yet provided as of the date of termination, unless otherwise agreed in writing.
18. If the Partner is in material breach of these Terms or the IO, Toggl may terminate the partnership immediately upon written notice, and may withhold any unpaid Compensation pending resolution of the breach.
19. Upon termination, the Partner shall immediately cease all promotional activities on behalf of Toggl and shall remove or disable any Tracking Links or promotional materials as directed by Toggl.