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Referral terms

These terms are between you and Zansat Inc., a Delaware corporation doing business as Dataworld ("we"). They cover referrals made through this portal or your personal link. If anything here is unclear, email us before you refer and we'll answer in writing.

1. These terms. These terms govern the Dataworld referral program. They apply between Zansat Inc., a Delaware corporation doing business as Dataworld ("Dataworld", "we", "us"), and you, the referrer ("you"), from the moment you submit a referral through this portal or share your personal link or an invite link we give you. You may introduce companies that hold data they may wish to license to buyers through Dataworld. If we accept an introduction and the referred company signs a qualifying deal within the referral window, we pay you the referral fee described below. These terms cover referral activity only. You are not a reseller, broker, employee, agent, legal representative, or contracting authority of Dataworld. If you are a partner with a separate written partner agreement, that agreement controls where it differs from these terms.
2. Definitions. "Accepted referral" means a company attributed to you under item 3 that we have not rejected under item 3 or excluded under item 7. "Referral date" means the date we first receive the referred company's details through the referral form, your invite link or your personal link. "Deal" means a written license or other binding agreement for the referred company's data, signed by the referred company. "Company payout" means the amount the referred company is actually paid for a deal, excluding taxes, refunds, credits, chargebacks, and amounts we are required to return or offset. "Cleared payment" means buyer funds we have actually received and can use; it excludes funds that are unpaid, pending, reversed, subject to an active chargeback or refund request, or otherwise not finally available to us. "Referral window" means 12 months from the referral date.
3. How referrals are attributed. The referred company must reach us through this portal's referral form, an invite link we give you for that company, or your personal link. When someone follows your personal link, we keep the credit in their browser for up to 90 days; the company must submit one of our forms within that period for the referral to be attributed to you. The first referrer to send us a company gets the credit. Attribution is not a guarantee that a fee will be owed. We may reject or refuse attribution if the referral is excluded under these terms, was submitted by another source first, was entered incorrectly or fraudulently, or otherwise does not qualify, and we will tell you promptly if we do. We may ask you or the referred company for more information where we need it to verify attribution or eligibility.
4. What you earn. For each deal an accepted referral signs within the referral window, you earn 10% of the company payout for that deal. Your total fees for any one referred company will not exceed $100,000, across all of its deals. Fees come out of Dataworld's own share. They are never deducted from, charged to, or offset against the amount paid to the referred company.
5. When you're paid. We pay earned fees within 30 days after we receive cleared payment from the buyer for the deal, provided you have supplied the payment and tax information we need. If a deal is signed inside the referral window but cleared payment arrives after it ends, the fee becomes payable once that payment clears. If the buyer pays in installments, we pay your fee in corresponding installments. Fees are paid in US dollars.
6. Adjustments. We owe nothing on amounts that are disputed, unpaid, reversed, refundable, or otherwise not cleared payment. If we later refund, credit, reverse, or must return a buyer payment used to calculate a fee, we may reduce future fees or ask you to repay the overpayment, which you will do within 15 days of our notice. We may also withhold or offset fees to account for duplicate payments, fraud, breach of these terms, or any amount we are legally required to withhold.
7. What is not eligible. No fee is payable for: a referral that is not an accepted referral; a deal signed outside the referral window; a company that is already in our pipeline, meaning we have spoken with them or received their details in the 12 months before the referral date; a company submitted by another referrer, partner, employee or source before you; deals involving unlawful, infringing, privacy-violating, rights-unclear, sanctioned or otherwise prohibited data; a deal where you are the person signing on behalf of the referred company (talk to us and we will handle it as a direct sale); a deal where you have a compensated or other relationship with the buyer or the referred company that could create a conflict of interest, unless you disclose it in writing and we approve it before the deal is signed; or deals affected by your breach of these terms or by unauthorized promises you made. You may refer the company you work for, as long as you are not the person signing the deal on its behalf.
8. How we run deals. We control every decision about whether and how to pursue a referral, including whether to accept, review, list, price, market, match or license any data; whether to work with a buyer or use case; the terms, pricing and legal documents for any deal; and whether to pause, decline, or stop a deal for legal, operational, commercial, quality, trust, safety, or strategic reasons. Every deal also requires the referred company's own approval. You may support introductions and coordination, but you do not control our sales process or deal decisions.
9. Non-exclusivity and non-circumvention. This arrangement is non-exclusive. You may work with other companies, and we may work with other referrers, partners, sellers and buyers. Nothing here prevents us from working with companies we already knew or later source independently, responding to inbound interest, or working with a company after the referral window ends. You do not receive territory protection, account ownership or exclusivity. You will not use non-public information learned through the program, such as buyer identities, pricing or deal details, to bypass us, compete for the same deal outside Dataworld, or help another party avoid our role in an accepted referral.
10. Being upfront. Only refer companies you have a genuine connection to. You will give us accurate information; tell us about any known rights, consent, confidentiality, privacy or ownership issues with the company's data; avoid misleading claims about Dataworld, our buyers, pricing, likely deal value, timing or expected payout; and avoid spam, paid ads on our name, unlawful outreach, bribery, kickbacks and privacy violations. Referrals made through spam, paid ads on our name, or false claims don't qualify. Where law or platform rules require it, disclose that you may be paid for referrals.
11. No authority to bind Dataworld. You have no authority to sign, accept, amend, or terminate any agreement for us; quote binding prices or terms; promise approval, buyer demand, listing, payment, or data-use terms; make representations, warranties or commitments on our behalf; or collect money on our behalf. You are an independent contractor, not an employee, agent, broker, fiduciary, joint venturer, or legal representative of Dataworld.
12. Confidentiality. Each of us may receive non-public information from the other, including company and buyer identities, pricing, deal terms and deal status. Whoever receives it will use it only under these terms, protect it with at least reasonable care, and not disclose it except to people who need to know and are bound by confidentiality obligations. This does not cover information that is public through no breach, already known without restriction, independently developed, or lawfully received from a third party. We may report to you whether a referral was accepted, whether a deal closed and the fee due, but we are not required to disclose buyer contracts, company payouts beyond what is needed to show your fee, or other confidential terms.
13. Privacy and materials. We use the contact details you share only to reach the company about selling their data and to track your referral. Let the person know you've passed their details on, where you can. Do not send us the company's data, samples, personal information beyond business contact details, or other confidential material. You confirm you have the right to share what you do send us, and you grant us a limited right to use it to evaluate and pursue the referral.
14. Compliance. You will comply with applicable laws, including sanctions, anti-bribery, privacy, and marketing laws. We may delay, reject, or suspend acceptance or payment while a compliance review is pending.
15. Taxes and details. Before your first payout we'll ask for the payment, identity and tax details we're legally required to collect. You are responsible for all taxes on fees we pay you.
16. Records and disputes. Our referral form and link records, buyer payment records and deal records are the primary records for determining attribution, the referral window and fees. Raise any good-faith dispute about a fee within 30 days of receiving the relevant report or payment; after that it is treated as accepted, except for fraud or manifest error. We will work in good faith to resolve any dispute and may withhold disputed amounts while it is pending.
17. Term and termination. These terms continue until terminated. Either of us may terminate on 14 days' written notice. We may terminate immediately on written notice if you breach items 9 to 14, or if we reasonably believe continuing would harm our legal, compliance, privacy, security, or reputational position. Termination does not affect fees earned before it, and accepted referrals made before termination stay eligible through the end of their referral window, except for any referral or deal affected by your breach, fraud, unlawful conduct or unauthorized promise.
18. Disclaimer. We do not guarantee that any referral will be accepted, or that any company will be matched, licensed, priced at any amount, or sign a deal within any period. We do not guarantee any minimum fees. Except as expressly stated here, each of us disclaims all warranties, whether express, implied, statutory, or otherwise.
19. Indemnity. You will indemnify and hold harmless Dataworld and its officers, directors, employees and agents from claims, losses and reasonable costs, including reasonable attorneys' fees, arising from your breach of these terms, your unauthorized promises or representations, your violation of law or of anyone's privacy, confidentiality or intellectual property rights, or any dispute between you and a referred company, buyer or other third party arising from your conduct or compensation claims.
20. Limitation of liability. Except for payment obligations, confidentiality breaches, indemnity obligations, fraud, willful misconduct, or violations of law, neither of us is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost opportunity. Subject to the same exceptions, each party's total liability will not exceed the greater of the fees paid or payable to you during the 12 months before the event giving rise to the claim, or $1,000. Our liability for payment obligations is limited to fees earned and unpaid.
21. Assignment and notices. You may not assign these terms or any right to fees without our prior written consent. We may assign these terms to a successor in a merger, acquisition, reorganization, or sale of all or substantially all of our assets. Notices must be in writing; we will send ours to the email you gave us, and you should send yours to our contact email.
22. Governing law. These terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. Either of us may seek injunctive or equitable relief for actual or threatened misuse of confidential information.
23. Changes and general. We may update these terms for future referrals. Referrals you've already made keep the terms that applied when you made them. These terms, together with any written approval we give under them, are the entire agreement between us on this subject. If any provision is unenforceable, the rest stays in effect. Failure to enforce a provision is not a waiver. Items 4 to 7, 9, 11 to 14, 16 and 18 to 23 survive termination, along with any other provision that by its nature should.

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