Referral Partner Agreement

This Referral Partner Agreement (the “Agreement”) is a legal agreement between you (“Referral Partner”) and Eva Commerce, Inc., a Delaware corporation with offices at 5770 Aster Meadows Pl, San Diego, CA 92130 (“Eva,” and together with Referral Partner, 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 OF THIS AGREEMENT. THIS AGREEMENT INCLUDES THE TERMS AND CONDITIONS BELOW AND ANY DOCUMENTS OR MATERIALS REFERENCED HEREIN. IF YOU DO NOT AGREE, DO NOT ENROLL OR SUBMIT LEADS.

1. Definitions

“Confidential Information” means any non-public information disclosed by or learned from Eva in connection with this Agreement, including Prospective End Customer and customer identities and lists, pricing, sales pipeline data, business and marketing strategies, the identities and contact information of Eva Personnel, the terms of this Agreement, and any information that a reasonable person would understand to be confidential. Confidential Information does not include information that is or becomes public through no fault of Referral Partner, was lawfully known to Referral Partner before disclosure, is lawfully received from a third party without restriction, or is independently developed by Referral Partner without use of Eva’s information.

“Eva Personnel” means Eva’s employees, contractors, consultants, and agents engaged during the term of this Agreement and during the twelve (12) months preceding any solicitation.

“Prospective End Customer” means a potential customer whose lead Referral Partner submits to Eva under this Agreement.

“Referred Party” means any Prospective End Customer, customer, supplier, contractor, or other business contact of Eva that Referral Partner first learns of, is introduced to, or gains information about through participation in the Eva Affiliate Program.

2. Purpose and Relationship

Referral Partner may submit leads of Prospective End Customers to Eva for the purpose of assisting Eva in securing new business. The use of the term “partner” in this Agreement shall in no way imply that the Parties are engaged in a joint venture, partnership, agency, or that either Party has any ownership interest in, or common enterprise with, the other Party. The Parties are independent contractors. This Agreement is non-exclusive, and Eva may engage other referral partners and solicit customers directly.

3. Qualification Process

a) Referral Partner shall submit leads to Eva via the designated affiliate link, email, or the online form available on the “Refer a Client” webpage.

b) 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.

c) Eva may reject any lead for any reason in its sole discretion.

d) A lead shall qualify for a referral commission (a “Commission”) only if (i) Eva accepts the lead in writing and (ii) 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.

4. Commissions and Payment

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

1. Amazon Fund Recovery (Reimbursements and Vendor Funds Recovery). Twenty-five percent (25%) Commission on the total invoiced amount 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. Five hundred dollars ($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. Two thousand dollars ($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, in accordance with the payment method designated by Referral Partner.

Taxes. Referral Partner is solely responsible for all taxes, duties, VAT charges, and similar fees imposed on Commissions received from Eva, including income taxes. Eva may require a valid tax form (such as a W-9 or W-8) before issuing any payment.

Tracking and 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, and Eva’s records shall be determinative of pipeline status absent manifest error.

Clawback and Chargeback. If, after a Commission becomes payable or is paid, the referred customer obtains a refund or chargeback, cancels or unwinds the service, fails to pay amounts owed to Eva, or the referral is later determined to have violated this Agreement, then the associated Commission shall be forfeited and, if already paid, repaid to Eva or offset against future Commissions, at Eva’s election.

5. Prohibited Referral Practices

Referral Partner shall not (a) submit leads for itself, its affiliates, or existing Eva customers; (b) submit false, duplicate, or fraudulent leads; (c) engage in cookie stuffing, forced clicks, or any manipulation of Eva’s tracking; (d) bid on Eva’s trademarks, brand terms, or confusingly similar variations in any paid search or advertising platform, or use such terms in domain names, subdomains, or display URLs; (e) send unsolicited communications that violate applicable law; or (f) otherwise obtain Commissions through deceptive means. Any violation is a material breach permitting immediate termination and forfeiture of all unpaid Commissions.

6. Confidentiality

Referral Partner shall hold all Confidential Information in strict confidence, use it solely to perform under this Agreement, and not disclose it to any third party. Referral Partner shall protect Confidential Information using at least reasonable care and shall not use Confidential Information to solicit, divert, or compete for any Referred Party except as expressly permitted by this Agreement. Upon termination or Eva’s request, Referral Partner shall return or destroy all Confidential Information in its possession. Confidentiality obligations shall continue during the term of this Agreement and for a period of three (3) years thereafter, provided that obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law, including the Delaware Uniform Trade Secrets Act and the federal Defend Trade Secrets Act.

7. Non-Circumvention

During the term and for twenty-four (24) months thereafter, Referral Partner shall not, directly or indirectly, circumvent or attempt to circumvent Eva in order to transact with, provide services to, or receive compensation from any Referred Party in a manner that deprives Eva of the benefit of its relationship or prospective relationship with that Referred Party. This includes referring a Referred Party to a competitor of Eva or facilitating any arrangement designed to bypass Eva. Referral Partner shall not circumvent this restriction by acting through third parties, affiliates, or intermediaries.

8. Non-Solicitation of Customers and Prospects

During the term and for twelve (12) months thereafter, Referral Partner shall not use Eva’s Confidential Information to solicit, divert, or attempt to divert the business of any customer or Prospective End Customer that Referral Partner learned of through this Agreement, for the purpose of providing or arranging services competitive with those offered by Eva. This restriction shall apply to the maximum extent permitted by applicable law.

9. Non-Solicitation of Eva Personnel

During the term of this Agreement and for twelve (12) months following its termination or expiration, Referral Partner shall not, directly or indirectly: (i) hire, engage, solicit, or recruit; or (ii) attempt to hire, engage, solicit, or recruit, any Eva Personnel with whom Referral Partner had contact through this Agreement, without Eva’s prior written consent. Referral Partner shall not circumvent this restriction by engaging such individuals through third parties, affiliates, or intermediaries. General employment solicitations not specifically targeted at Eva Personnel, and the hiring of any person who responds to such general solicitations, shall not constitute a violation of this Section. In the event of a breach, Referral Partner shall pay Eva liquidated damages equal to the greater of: (i) twelve (12) months of the individual’s total compensation; or (ii) one hundred thousand dollars ($100,000). The Parties acknowledge that such damages would be difficult to determine and that the foregoing amount represents a reasonable estimate of damages and not a penalty. Eva shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available under this Agreement or applicable law, without the requirement to post a bond. This restriction shall apply to the maximum extent permitted by applicable law.

10. Intellectual Property and Use of Marks

Eva grants Referral Partner a limited, non-exclusive, revocable license to use Eva’s name and logos solely as provided in Eva’s official materials and solely to perform under this Agreement. Referral Partner shall not modify Eva’s marks, register any domain, social handle, or mark incorporating or confusingly similar to Eva’s marks, or claim any ownership in Eva’s intellectual property. All goodwill arising from use of Eva’s marks inures to Eva. This license terminates automatically on termination of this Agreement.

11. Legal Compliance and Marketing Conduct

Referral Partner shall comply with all applicable laws in connection with its activities, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, applicable anti-corruption and economic sanctions laws, the CAN-SPAM Act, the Telephone Consumer Protection Act, and the California Consumer Privacy Act and other applicable privacy laws. Referral Partner shall not, directly or indirectly, offer or give anything of value to improperly influence any person or entity. Referral Partner is solely responsible for its own marketing communications and for obtaining any required consents. Any violation of this Section constitutes a material breach and grants Eva the right to terminate immediately without liability.

12. 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 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.

13. Representations and Warranties

Referral Partner represents and warrants that (a) it has full authority to enter into and perform this Agreement; (b) all leads submitted are genuine and submitted in good faith; (c) its participation will comply with all applicable laws; and (d) it will not infringe the intellectual property or other rights of any third party.

14. Indemnification

Referral Partner shall defend, indemnify, and hold harmless Eva and its officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Referral Partner’s breach of this Agreement; (b) Referral Partner’s marketing communications or representations; (c) Referral Partner’s violation of any law; or (d) Referral Partner’s negligence or willful misconduct.

15. Limitation of Liability

Except for breaches of Sections 5 through 14 (the protective and compliance covenants), Referral Partner’s indemnification obligations, and either Party’s liability for fraud or willful misconduct:

(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; and

(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.

The exclusions above mean the liability cap does not apply to the protective covenants, indemnification, fraud, or willful misconduct.

16. Equitable Relief

Referral Partner acknowledges that a breach of Sections 6 through 10 would cause Eva irreparable harm for which monetary damages would be inadequate. Accordingly, Eva is entitled to seek injunctive and other equitable relief, without the necessity of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity.

17. 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. Eva may terminate immediately for any material breach. Any accepted leads prior to termination that meet Commission requirements shall be honored, subject to the clawback provisions of Section 4.

18. Survival

Sections 1, 4 (as to accrued obligations and clawback), 5 through 16, 18, and 20 survive any termination or expiration of this Agreement.

19. Modification of Terms

Eva may modify this Agreement from time to time by posting an updated version and providing notice. Continued participation in the Eva Affiliate Program after the effective date of any modification constitutes acceptance of the modified terms.

20. General Provisions

a) Independent Contractors. The Parties are independent contractors, and nothing creates an employment, agency, partnership, or joint venture relationship.

b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

c) Venue and Jurisdiction. Referral Partner irrevocably submits to the personal jurisdiction of (i) the state and federal courts located in New Castle County, Delaware, and (ii) any court of competent jurisdiction in the state, county, or other jurisdiction in which Referral Partner resides, is domiciled, maintains its principal place of business, or holds assets. Eva may, at its sole election, bring any action arising out of or relating to this Agreement, including claims for unpaid amounts, clawback, or breach of the protective covenants, in any of the foregoing forums, and Eva’s election among such forums shall be non-exclusive. Any action brought by Referral Partner shall be brought exclusively in the state or federal courts located in New Castle County, Delaware. Referral Partner irrevocably waives any objection based on inconvenient forum, lack of personal jurisdiction, or improper venue with respect to any action brought by Eva in any of the foregoing forums.

d) Dispute Resolution and Optional Arbitration. Any dispute shall first be addressed through good faith negotiations initiated by written notice. If not resolved within thirty (30) days, either Party may pursue its remedies in the courts identified in Section 20(c). Notwithstanding the foregoing, Eva may, at its sole election, require that any such dispute be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in lieu of court proceedings, by written notice at any time before final judgment in any pending court action. If Eva so elects, the arbitration shall be conducted by a single arbitrator and shall take place, at Eva’s election, in either New Castle County, Delaware or San Diego County, California. The arbitrator may grant any relief available in a court of competent jurisdiction, including injunctive and equitable relief, and may award attorneys’ fees and costs to the prevailing Party. Judgment on any award may be entered in any court of competent jurisdiction. Eva may pursue claims relating to unpaid amounts, clawback, or enforcement of the protective covenants in any court identified in Section 20(c) without first engaging in negotiation or arbitration.

e) Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE.

f) Assignment. Referral Partner may not assign this Agreement without Eva’s prior written consent. Eva may assign freely, including assigning its right to collect any amounts owed to a third-party collection agency or assignee without consent. This Agreement binds permitted successors and assigns.

g) Notices. Notices shall be in writing and sent by email to the address designated by each Party, and are deemed given on the date sent unless a delivery failure notice is received.

h) Attorneys’ Fees. In any action, arbitration, or proceeding to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorneys’ fees, costs, arbitration fees, and other reasonable expenses.

i) Force Majeure. Neither Party shall be liable for any failure or delay caused by events beyond its reasonable control, including acts of God, fire, flood, pandemic, war, terrorism, labor disputes, telecommunications or power failures, or government actions. Payment and Commission obligations already accrued are not excused by force majeure.

j) Severability. If any provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed, and the remainder of the Agreement shall remain in effect.

k) Waiver. No waiver is effective unless in writing, and no waiver of any breach constitutes a waiver of any other or subsequent breach.

l) No Reliance. Referral Partner acknowledges that it has not relied on any representations, projections, or statements not expressly set forth in this Agreement.

m) Interpretation. Headings are for convenience only. Any ambiguity shall not be construed against the drafting Party.

n) Confidentiality of Terms. Both Parties agree to treat the terms of this Agreement as confidential.

o) Publicity. Referral Partner shall not issue any press release or public statement regarding the relationship without Eva’s prior written consent.

p) Entire Agreement. This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior understandings.

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