Referral Program Terms

1. Overview

The AMZ Prep Partner Referral Program ("Program") rewards partners for introducing new brands to AMZ Prep Inc. ("AMZ Prep," "we," "us"). When you introduce a brand that becomes a customer, you earn a commission on the revenue that brand generates with us, on the terms set out below.

Participation is non-exclusive. You're free to work with other providers and refer brands elsewhere, and AMZ Prep works with other partners. These terms, together with any written promotional programs, form the agreement between you and AMZ Prep for the Program. By submitting a referral you accept these terms.

2. Eligibility

To take part you must be a legally capable individual or business able to enter into a binding agreement, and you must comply with all laws that apply to your referral activity. You participate as an independent contractor — not an employee, agent, or legal representative of AMZ Prep — and you may not present yourself as any of these, or make commitments on our behalf.

You are responsible for your own taxes, licenses, and business obligations arising from any commission you earn.

3. What Counts as a Qualified Referral

A referral is "qualified" when all of the following are true:

• New to AMZ Prep. The brand is not already a customer and is not already in our sales pipeline, with no active engagement in the prior 12 months.
• A direct introduction. You introduced the brand directly — by email, phone, or in person — not simply by naming them.
• Accurate details. You provided the brand's name, a contact, and an estimate of monthly volume.
• First in. The brand was not already submitted by another partner.
• Signs on standard terms. The brand signs an AMZ Prep service agreement on standard terms.

A referral will not qualify if the brand was already in our pipeline, is a current or former AMZ Prep customer, was referred first by another partner, or where the introduction cannot be documented. AMZ Prep has final authority in determining referral ownership.

4. Commissions

How you're paid depends on which track the referred brand falls into. There are two: fulfillment referrals (warehousing plus parcel) and middle mile / freight referrals. Both pay a fixed tiered commission — the tier is set by the account's average monthly revenue across its first three invoices (actual billed revenue, not an upfront estimate). Once set, the tier is locked; if the account grows later, your tier does not drop. Revenue used to size a tier means the base service revenue AMZ Prep bills — it excludes taxes (including Canadian HST/GST or provincial sales tax), fuel or carrier surcharges, accessorial fees, and other pass-through charges.

4.1 Fulfillment referrals (warehousing + parcel)

A brand qualifies as a fulfillment referral only when at least 70% of its billable revenue is fulfillment (warehousing) and parcel; up to 30% may be freight. The brand must sign an annual fulfillment contract on standard AMZ Prep paper. FBA prep on its own (in-and-out) does not qualify; it qualifies only when bundled with bulk storage or eCommerce fulfillment with us. Without an annual contract there is no tiered payout. Parcel is not a separate track — parcel revenue is counted within the fulfillment client.

4.2 Middle mile / freight referrals

A brand qualifies as a middle mile / freight referral when its business is mostly or exclusively middle mile or freight — that is, more than 30% of billable revenue is freight. These referrals earn their own tiered payout and carry no annual-contract requirement.

5. Payout Schedule

Payouts begin at the first paid invoice and are weighted toward the back half of the first year, so commissions are earned on retention rather than on signature. Milestones are triggered by invoices paid, not months elapsed — if an account pauses, the payout clock pauses and resumes when the account is active and paying again.

The schedule above is for fulfillment referrals. Middle mile / freight referrals are paid on the same basis — in installments across the account's first 12 paid invoices, up to the total for their tier. Commissions are capped at the tier total; once an account passes its 12th paid invoice, the tier is fully paid out. Commissions are released only after AMZ Prep has been paid by the client — if an invoice goes unpaid, the matching commission is not processed. As volumes grow, AMZ Prep may move to more frequent (for example, monthly) payouts.

6. Submission & Attribution

To submit a referral, provide the brand name, a contact, and an estimate of monthly volume through the referral form or by emailing partnership@amzprep.com. That is the whole ask — partners are not expected to run a sales process.

• Each referral is logged and checked against our existing pipeline within 48 hours.
• You receive a clear yes or no on attribution before we engage the brand.
• Accepted referrals are handed to the AMZ Prep sales team, who manage the relationship from that point.

A referral becomes eligible for commission only after the brand has executed a commercial agreement, commenced operations, and generated billable revenue with AMZ Prep.

7. Term, Termination & Tail Commissions

The Program runs on an ongoing basis. Either you or AMZ Prep may end your participation at any time on 30 days' written notice, or immediately in the case of material breach that is not cured within 15 business days, fraud, or unlawful conduct.

If participation ends, you keep what you've earned:

• Fulfillment referrals. You continue to receive scheduled payouts through the 12th paid invoice for every qualified referral signed before the termination date.
• Middle mile / freight referrals. You continue to receive the scheduled installments through the 12th paid invoice for every qualified referral signed before the termination date, on the same paid-invoice basis.

If a brand churns, terminates, or ceases operations before completing the applicable invoicing period, any remaining unearned installments for that account are not payable.

8. Partner Obligations & Conduct

As a participant, you agree to:

• Refer only genuine prospects with a real need for our services.
• Provide accurate information — contact, volume, industry, and anything else relevant.
• Make real introductions rather than simply naming prospects.
• Represent AMZ Prep honestly, with no false or misleading claims about our services, pricing, or terms.
• Avoid duplicate submissions of the same prospect.
• Comply with the laws that apply in your jurisdiction, including anti-bribery, sanctions, and data-privacy laws.
• Never present yourself as an employee, agent, or exclusive partner of AMZ Prep.

If a referral is misrepresented — through inflated volume, false industry, or falsified information — AMZ Prep may withhold commission on it, recover amounts already paid on it, and/or end your participation.

9. Payments, Taxes & Legal

9.1 Payments & statements

Commissions are paid by ACH to the account you designate. AMZ Prep provides a periodic statement showing revenue, tier, commission owed, and payment status. Raise any discrepancy within 30 days of a statement; discrepancies not raised within 30 days are considered final.

9.2 Taxes

You are solely responsible for all taxes on your commissions. AMZ Prep does not withhold or pay taxes on your behalf and will issue tax documentation as required by applicable law in your jurisdiction.

9.3 Confidentiality & non-solicitation

Each party keeps the other's non-public information confidential, including pricing, commission structure, client lists, and internal processes. During participation and for 12 months after, you will not solicit referred brands for competing fulfillment or logistics services; this does not restrict brands who independently approach you.

9.4 Liability

Neither party is liable for indirect, incidental, consequential, or punitive damages. AMZ Prep does not guarantee that any referral will convert, remain, or grow, and retains final say over pricing, terms, service delivery, and renewals. Each party indemnifies the other against third-party claims arising from its breach of these terms or violation of law.

9.5 Changes to the Program

AMZ Prep may adjust commission rates, tiers, or payout schedules on 60 days' written notice. Changes apply only to new referrals submitted after they take effect; referrals already in flight keep the tier and schedule they were signed under. AMZ Prep reserves the right to amend or withdraw the Program, and retains final determination on commission eligibility, tier assignment, calculations, disputes, and payouts.

9.6 Governing law

These terms are governed by the laws of the Province of Ontario, Canada. The parties will attempt to resolve any dispute in good faith before pursuing claims in the courts of Ontario.

10. Contact

Questions about the Program or these terms? Email partnership@amzprep.com. AMZ Prep Inc., Toronto, Ontario, Canada.