Virent Partner Agreement

This Partner Agreement (the “Agreement”) is between the Virent contracting entity in the United States (“Virent”, “we”, “us”) and the person or company that applies to the Virent Partner Program and accepts this Agreement (“Partner”, “you”).

By accepting, you are appointed as a non-exclusive referral partner of Virent. You are an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture or partnership relationship, and you may not make commitments on Virent’s behalf.

• “Referred Customer” means a Virent billing account attributed to you under section 4 that becomes a paying customer while this Agreement is in force.
• “Net Revenue” means the amounts Virent actually collects through Stripe from a Referred Customer for subscription invoices, excluding taxes, refunds, chargebacks and disputes, and excluding AI credit top-ups and any other one-time purchases.
• “Commission Window” means the period that starts on the date of a Referred Customer’s first paid invoice and lasts for the number of months stated in your partner terms.
• “Portal” means the partner area of the Virent application where you see your link, code, referrals, balances and payouts.

Unless your partner terms in the Portal state otherwise, you earn 40% of the Net Revenue of each invoice a Referred Customer pays during the first 3 months of its Commission Window. Invoices paid after the Commission Window ends earn nothing.

Commission is calculated in US dollars. For invoices in another currency we convert Net Revenue at the exchange rate Stripe applied to that payment. A sign-up that never pays earns nothing.

The rate and window that apply to a Referred Customer are the ones in force when that customer was attributed to you, and do not change for that customer afterwards.

• A customer is attributed to you when they sign up after opening your referral link, or when they enter your partner code during onboarding.
• A referral link stays valid for 60 days on the device where it was opened.
• Until a customer’s first paid invoice, the latest link or code they used decides the attribution. After their first paid invoice the attribution is locked and cannot change.
• A customer who already paid Virent before using your link or code cannot be attributed to you.
• Virent’s records decide attribution. We may correct an attribution that was recorded in error.

• Each commission is held for 30 days after the invoice is paid before it becomes payable.
• Payable commissions are paid once a month.
• There is no minimum payout: any positive payable balance is paid. A negative balance after reversals carries forward and is deducted from your later commissions.
• If a payment that earned commission is refunded, charged back or disputed, the matching commission is reversed in proportion to the amount returned. A reversal of a commission already paid to you is deducted from your future payouts.

We pay to the PayPal or Wise account email you enter in the Portal. You are responsible for keeping it correct, for any fees your provider charges and for all taxes on the amounts you receive.

Before your first payout we may ask for a tax form (such as IRS Form W-9 or W-8BEN) or a local invoice. We may hold payouts until we receive what we asked for.

Commission earned through prohibited conduct is not payable. You must not:

• Referring yourself, your own company, or any account you own, manage or belong to.
• Bidding on “Virent” or any variation of it in paid search, or on other brand terms Virent uses.
• Listing Virent on coupon, cashback, deal or incentive sites.
• Cookie stuffing, forced clicks, hidden links or any other way of setting a referral without a person’s informed choice.
• Unsolicited messages (spam) by email, social media, messaging apps or any other channel.
• Misleading claims about Virent, including promises of results, prices or features Virent does not offer.
• Presenting yourself as anything other than a “Virent Partner”, or implying that Virent endorses you beyond that.
• Using “virent” in a domain name, social media handle, app name or account name.

While this Agreement is in force, Virent grants you a limited, non-exclusive, non-transferable and revocable licence to use the Virent name, logo and the materials we provide, only to refer customers under this Agreement and following any brand guidelines we give you. We may withdraw this licence for any material at any time.

Customer accounts and customer data belong to Virent and its customers. The Portal shows you only what you need to follow your referrals, such as workspace names, plans and dates. You must not try to identify Referred Customers beyond what the Portal shows, or share information about them with anyone.

This Agreement starts when you accept it and continues until either party ends it.

Either party may end this Agreement for convenience with 14 days’ written notice. Commissions earned before the end date are paid under section 5, including those still in their hold period.

Virent may end this Agreement immediately if you breach it. In that case, commissions connected to the breach are forfeited.

We may change these terms. Changes apply only going forward, after you accept the new version in the Portal. Until you accept it, the Portal stays closed and new referrals are not attributed to you; commissions you already earned are not affected.

To the extent permitted by law, Virent’s total liability under this Agreement is limited to the commissions paid or payable to you in the twelve months before the claim.

This Agreement is governed by the laws of the state in which the Virent contracting entity is organised, and its courts have exclusive jurisdiction, unless mandatory law requires otherwise.