Referral Partner Agreement

This Referral Partner Agreement (the “Agreement”) is a legal agreement between you (“Referral Partner”) and Eva Commerce, Inc., a California corporation with offices at 5770 Aster Meadows Pl, San Diego, CA 92130 (collectively, the “Parties”).

BY SUBMITTING A FORM ON THE “REFER A CLIENT” PAGE OR OTHERWISE ENROLLING IN THE EVA AFFILIATE PROGRAM, YOU AGREE TO AND ARE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. THIS AGREEMENT INCLUDES THE TERMS AND CONDITIONS BELOW AND ANY DOCUMENTS OR MATERIALS REFERENCED HEREIN.

1. Purpose

Referral Partner may submit leads of potential new customers (“Prospective End Customers”) to Eva for the purpose of assisting Eva in securing new business. The use of the term “partner” in this Agreement or in connection with the relationship herein shall in no way imply that the Parties are engaged in a joint venture or that either Party has any ownership interest in, or common enterprise with, the other Party.

2. Qualification Process

• The Referral Partner shall submit leads to Eva via the designated affiliate link, email, or the online form available on the “Refer a Client” webpage.
• Eva shall notify Referral Partner via email if a lead has been rejected within two (2) business days of submission, along with the reason for rejection.
• Eva may reject any lead for any reason in its sole discretion.
• A lead shall only qualify for a referral commission (“Commission”) if:
  a) Eva accepts the lead in writing and
  b) Eva and the Prospective End Customer enter into a valid and binding service agreement within one hundred eighty (180) days of Eva’s email notification of accepted lead status.

3. Affiliate Commissions and Payment

Eva shall pay Referral Partner commissions according to the following structure for qualified, accepted leads:

1. Amazon Fund Recovery (Reimbursements & Vendor Funds Recovery)
   • 25% commission on the total amount recovered from Amazon for referred customers.
   • Commission applies only to amounts recovered within the first twelve (12) months following the referred customer’s enrollment in this service.
2. Scale Ads Clients
   • $500 flat commission for each referred customer who signs up for Eva’s Scale Ads service.
   • Commission is payable only after Eva has received full payment for the customer’s third invoice.
3. Full Service Account Management
   • $2,000 flat commission for each business that signs up for Eva’s Full Service Account Management service.
   • Commission is payable only after Eva has received full payment for the customer’s third invoice.

Payment Terms

• Commissions are payable no later than thirty (30) days after the applicable payment condition is met.
• Payments will be issued between the 15th and 30th of each calendar month.
• All commissions will be paid in accordance with the payment method designated by the Referral Partner.

Taxes
The Referral Partner is solely responsible for all taxes, duties, VAT charges, and similar fees imposed on commissions received from Eva, including but not limited to income taxes.

Tracking & Attribution
Only referred customers tracked through Eva’s official affiliate tracking system or an Eva-approved process qualify for commissions. No commission will be paid for customers already in Eva’s active sales pipeline prior to referral.

4. Unauthorized Representations; No Authority

Referral Partner shall not make any representations, warranties, or guarantees to Prospective End Customers or to the trade regarding Eva’s product offerings that are deceptive, misleading, or inconsistent with official literature provided by Eva. Referral Partner has no authority to execute contracts or legally bind Eva.

Referral Partner shall take all commercially reasonable steps to preserve the goodwill and reputation of Eva, and shall not engage in conduct that could damage Eva’s reputation. This Agreement is non-exclusive; Eva may engage with other referral partners and solicit customers directly.

5. Limitation of Liability

Except for breaches of Section 4 or Section 7:

1. i) Neither Party shall be liable to the other for any indirect, incidental, special, punitive, or consequential damages, including lost profits, loss of data, or loss of business, even if advised of the possibility of such damages.
   ii) The total aggregate liability of either Party under this Agreement shall be limited to the lesser of $10,000 or the total amount of commissions paid or payable to Referral Partner in the twelve (12) months preceding the event giving rise to the claim.

6. Term and Termination

This Agreement is effective upon form submission and continues until terminated. Either Party may terminate for any reason upon fourteen (14) days’ advance written notice via email or letter. Any accepted leads prior to termination that meet commission requirements shall be honored.

7. Compliance

Referral Partner shall comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and applicable anti-corruption laws. Referral Partner shall not, directly or indirectly, offer or give anything of value to improperly influence the actions of any person or entity. Any violation constitutes a material breach and grants Eva the right to terminate immediately without liability.

8. General Provisions

• The Parties are independent contractors.
• This Agreement shall be governed by the laws of the State of California, without regard to conflict of law principles.
• Any dispute shall be resolved by binding arbitration in San Diego, California, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.
• Both Parties agree to treat the terms of this Agreement as confidential.

Accepted and Agreed
This Agreement shall be effective upon Referral Partner’s submission of a referral form or enrollment in the Eva Affiliate Program.