Naven
Naven
For agencies, IT providers and consultants who resell or refer custom versions: deal registration, the 20% margin or fee, and who is responsible for what.
Last updated 28 September 2026For businesses that introduce or resell custom versions of Naven to their own clients. The partner chooses, per deal, to resell (buying at a discount and selling on) or refer (the client buys from Naven and the partner earns a fee). It is a template: it binds nobody until both parties complete and sign it.
Written by Naven’s developer, not by a lawyer, and not legal advice. Each party should have its own lawyer read an agreement before signing it.
This agreement is between [Partner company] (“the Partner”) and Naven, operated by its developer, Shervin Shapoury (“Naven”).
The Partner registers each prospective client with Naven by email to partners@navenapp.com, naming the organization and the contact. Naven confirms within 5 business days whether the registration is accepted; it is refused only if the organization is already in contact with Naven or registered by another partner. An accepted registration lasts 180 days.
When the Partner resells, Naven sells the custom version to the Partner at 20% off the price Naven quotes the Partner for that client. The Partner sets its own price and contracts with the client itself. The client must accept Naven's Terms of Service and, for a school or organization handling others' data, sign Naven's Data Processing Agreement directly with Naven. The Partner pays Naven within 30 days of Naven's invoice, whether or not the client has paid the Partner.
When the Partner refers, the client contracts with and pays Naven, and Naven pays the Partner 20% of the fees it actually receives from that client in the first 12 months, within 45 days after the end of the month in which it receives them, excluding taxes, refunds and pass-through costs.
Only what Naven has confirmed in writing for that client. The Partner will not promise features, prices, dates, uptime, security, certifications or compliance that Naven has not put in the client's own agreement, and is responsible for anything it promises beyond that.
The Partner handles first contact with its resale clients; Naven supports the Partner by email at partners@navenapp.com. For referred clients, Naven supports the client directly. No response time is promised unless a signed order says so.
Naven and the Partner are independent. This agreement does not create a partnership in the legal sense, a joint venture, employment, franchise or agency, whatever the program is called. Neither may bind the other or speak for it.
Nothing here is exclusive. Each party may work with anybody else, including competitors of the other.
Each party may use the other's name and logo only as this agreement allows, only as the other provides them, and only while it is in force. Naven's name and logo remain Naven's; the Partner's remain theirs. Either may ask for any use to be changed or removed, and the other will do so within 10 business days.
the Partner will describe Naven accurately and only as Naven describes itself on navenapp.com. the Partner will not say or imply that Naven is safe, private, secure, moderated, encrypted, certified, compliant with any law or standard, or suitable for any particular person or purpose, will not make promises on Naven's behalf, and will not use Naven's name in anything misleading.
the Partner will follow the laws that apply to what they do under this agreement, including the FTC Endorsement Guides and similar rules on disclosing paid or gifted endorsements, CAN-SPAM and other anti-spam laws, and privacy and children's privacy laws. the Partner will not send unsolicited bulk messages, buy or fake traffic or sign-ups, bid on "Naven" in search advertising, create accounts for other people, or direct any promotion at children under 13.
Neither party will offer or accept anything of value to improperly influence a decision, and each will follow applicable anti-bribery and sanctions laws.
Information one party marks or reasonably understands as confidential is used only for this agreement and not disclosed, except to people who need it and are bound to keep it confidential, or where the law requires (with notice where the law allows). This does not cover information that is public, already known, independently developed, or received from someone free to share it. It lasts two years after the agreement ends.
NAVEN AND EVERYTHING NAVEN PROVIDES UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, SECURITY OR ACCURACY, TO THE FULLEST EXTENT THE LAW ALLOWS. Naven does not promise any number of visits, sign-ups, customers or payments.
TO THE FULLEST EXTENT THE LAW ALLOWS: NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL; AND NAVEN'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE GREATER OF THE AMOUNTS NAVEN PAID OR OWED TO THE OTHER PARTY UNDER IT IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR US$100.
No individual who builds or runs Naven is personally liable under this agreement, as far as the law allows (Terms of Service §12).
the Partner will defend and hold Naven harmless from third-party claims, and the resulting costs, damages and reasonable legal fees, arising from the Partner's content, statements, conduct, or breach of this agreement or of the law.
Either party may end this agreement at any time, for any reason, by email with 30 days' notice, or at once if the other seriously breaches it and does not fix the breach within 10 days of being told. When it ends, each stops using the other's name and logo, and anything already earned and properly payable is still paid. The sections on confidentiality, no warranty, limitation of liability, indemnity, and law and disputes survive.
This agreement is governed by the laws of the State of California and applicable United States federal law, without regard to conflict-of-law rules. The parties will try in good faith to resolve any dispute informally for at least 30 days first. Any claim not resolved that way must be brought in the state or federal courts located in Orange County, California, and both parties consent to their jurisdiction. Claims are brought only individually, not as part of a class or representative action, to the fullest extent the law allows.
This agreement, and anything it names, is the whole agreement on its subject and replaces anything said or written before. Naven's Terms of Service still apply to any use of Naven itself. A change binds only if it is in writing and accepted by both (an email exchange is enough), except that Naven may update the Partner Program Terms as they say. Neither may transfer this agreement without the other's consent, except that Naven may transfer it with the service. If a part is unenforceable, the rest stands and that part is enforced as far as it can be. Not enforcing a term is not a waiver. Notices are by email: to Naven at legal@navenapp.com with a copy to partners@navenapp.com, and to the other party at the address it gave. Electronic signatures and acceptance by clicking are valid, and the agreement may be signed in counterparts.
| Partner | Naven | |
|---|---|---|
| Name | ||
| Title | ||
| Signature | ||
| Date |