Table of contents
DRAFT FOR COUNSEL REVIEW. Written by Corvant against the program as built. Commission rates and tiers are NOT stated here and are not settled; they are set out in your Partner Agreement. Not effective until counsel has reviewed it and the effective date is confirmed.
1. The agreement
These terms govern your participation in Corvant's referral partner program. Corvant is operated by Imperium Sky Ventures Inc. ("Corvant", "we", "us"). Applying to the program and being accepted means you agree to these terms, the Terms of Service and the Acceptable Use Policy.
Acceptance is at our discretion. We may decline an application without giving a reason.
2. What the program is
You refer customs brokers and importers to Corvant using a tracked link or code we issue to you. Where a referral results in a paying account, you earn commission as described in section 4 and in your Partner Agreement.
You are not our agent. You have no authority to enter into any agreement on our behalf, to quote prices we have not published, to make commitments about what the platform does, or to hold yourself out as employed by or speaking for Corvant.
3. Your obligations
You must:
- describe Corvant accurately, using only claims we have published or provided to you;
- identify yourself as a referral partner wherever a reasonable person would otherwise think you were independent, and comply with the FTC's endorsement rules and any other disclosure law that applies to you;
- comply with all laws governing your own communications, including the CAN-SPAM Act and telemarketing rules, and obtain any consent required before contacting anyone;
- keep your own professional obligations, including any that restrict what a licensed broker, attorney or accountant may be paid or may solicit; and
- tell us promptly if a referral turns out to be fraudulent or misdescribed.
4. Commissions
4.1 What earns commission
Commission is earned on line credits purchased by a referred account, at the rate and tier set out in your Partner Agreement. Tiering is by the referred account's cumulative volume over time, not by a one-time bounty on signup.
Commission is not earned on: refunds recovered by any importer; fees an importer pays under a contingency arrangement; anything a customs broker charges its own clients; or taxes, adjustments and third-party charges.
4.2 Attribution
A referral is attributed to you where the account was created through your tracked link or code and no other partner has a prior claim to it. Where two partners could claim the same account, the first attributed claim stands.
Attribution does not apply to an account that already existed, that was already in discussion with us, or that was referred to us by that account's own customs broker under a separate arrangement.
Do not bid on our brand names in paid search, place your link where it will be clicked by people already trying to reach us, or otherwise take credit for demand we generated. Attribution obtained that way may be voided.
4.3 Payment
Commission becomes payable once the underlying purchase has cleared and any chargeback or refund window has passed, on the schedule in your Partner Agreement. We may set a minimum payout threshold.
You are responsible for your own taxes. You must provide valid tax documentation before we pay you, and we may withhold where the law requires it.
4.4 Reversal and clawback
We may reverse or reclaim commission where:
- the underlying payment is refunded, charged back, or fails;
- the account was obtained by fraud, misrepresentation or a breach of these terms;
- attribution was obtained in a way section 4.2 prohibits; or
- the account is found to be you, an entity you control, or created to generate commission on your own purchases.
Reversals may be set off against future commission or, if none is owed, invoiced to you.
Note that line credits are not refundable in the ordinary course; a reversal under this section is about the commission, not the customer's purchase.
5. What you must not do
You must not:
- promise a refund, an amount, a timeline or any outcome to anyone;
- describe Corvant as a customs broker, a law firm or a government agency, or as affiliated with CBP or any agency;
- state or imply that Corvant files with CBP;
- quote a contingency percentage, a per-line price or any tier that we have not published;
- offer to share your commission with a person whose profession prohibits receiving it;
- send unsolicited commercial email or messages;
- represent that Corvant will provide an importer list, a customer list, or any data about our users. We do not provide these, to anyone.
6. Our commitment to customs brokers
Corvant sells through customs brokers. We are building a written commitment to brokers at and above a named tier that we do not solicit the importers in their books, and that an importer of theirs who reaches us is routed back to them.
You must not run any campaign that would contradict that commitment. In particular, do not market Corvant to importers by working from a list of a specific broker's clients.
7. Intellectual property
We grant you a limited, non-exclusive, revocable licence to use our name and marks solely to promote Corvant under these terms, in the form we provide. Everything else stays ours. You may not register a domain, social account, or mark containing our name.
8. Confidentiality
Anything non-public we share with you about the platform, our customers, our pricing or our plans stays confidential, during the program and afterwards.
9. Data protection
Any personal data you pass to us must have been collected lawfully and with any required consent. We do not share our users' personal data with you. Reporting available to you shows your own referrals in aggregate or masked form, and you must not attempt to re-identify anyone from it.
10. Independent contractor
You are an independent contractor. Nothing here creates employment, agency, partnership or a joint venture.
11. Term, suspension and termination
Either party may terminate on notice. We may suspend or terminate immediately for breach, for conduct that risks our relationships with brokers, or where required by law.
On termination, tracked links stop earning. Commission already earned and not yet subject to reversal will be paid on the normal schedule.
12. Disclaimers and liability
The program is provided as is. We do not guarantee any level of referral volume, conversion or earnings, and nothing here is a representation about what you will make. Our aggregate liability under these terms is limited to the commission payable to you in the twelve months before the claim, except where the law does not permit that limit.
13. Changes
We may change these terms and the program. Material changes will be notified by email or through the partner dashboard. Continuing in the program after that means you accept them.
14. Governing law and disputes
[FOR COUNSEL: governing law, venue and whether an arbitration clause is wanted here are business decisions and are deliberately left open in this draft.]
15. Contact
Write to legal@corvant.io.