Partner Agreement

This Partner Agreement ("Agreement") is entered into between Agent Local LLC, a Utah limited liability company ("AgentLocal," "Company," "we," "our," or "us"), and the individual or entity accepting this Agreement ("Partner," "you," or "your"). By electronically signing this Agreement, you agree to be bound by its terms.

1. Definitions

"Platform"

The AgentLocal software-as-a-service platform available at agentlocal.ai, including all tools, APIs, dashboards, and related services.

"Customer"

A local business that subscribes to a paid AgentLocal plan through Partner's referral or direct sales efforts.

"Referral"

A Customer acquisition attributed to Partner via a unique referral link, referral code, or manual attribution by AgentLocal.

"Commission"

The recurring revenue share paid to Partner for each active Customer subscription as described in Section 4.

"Active Paying Customer"

A Customer with an active subscription on a paid plan (Starter, Pro, or Premium) at the time of commission calculation. Customers on the free plan, or whose subscriptions are paused or canceled, are not Active Paying Customers.

2. Partner Appointment

AgentLocal appoints Partner as a non-exclusive, independent sales partner authorized to promote and sell the Platform to local businesses. This appointment does not create an employment, franchise, or agency relationship. Partner is an independent contractor responsible for their own taxes, insurance, and business expenses.

3. Certification Requirements

Partner must complete all required training modules and pass associated quizzes with a minimum score of 80% before engaging in sales activities. Partner must sign this Agreement as the final step of certification. AgentLocal reserves the right to update training requirements and require re-certification at reasonable intervals.

4. Commission Structure

4.1 Tiered Commission Rates

Partner shall receive a monthly recurring commission on the amount actually collected by AgentLocal from each Active Paying Customer's subscription payment for the applicable period. Commission rates are determined by Partner's tier, which is based on the number of Active Paying Customers attributed to Partner at the time of each commission calculation:

Whole-book rate: When Partner advances to a higher tier, the new commission rate applies to all of Partner's attributed Active Paying Customers, not only new acquisitions after the tier change.

4.2 Revenue Base

Commissions are calculated on the amount actually collected by AgentLocal from the Customer's subscription payment for the applicable billing period. This includes any promotional pricing, discounts, or launch pricing in effect at the time of payment. If a payment fails or the collected amount is $0.00, no commission is earned for that Customer for that period.

4.3 Commission on Churned Customers

Commissions are only paid on Active Paying Customers. If a Customer downgrades to the free plan, pauses, or cancels their subscription, commission ceases for that Customer effective the next commission period. There is no pro-rating for partial months. A Customer who is not on a paid plan at the time of commission calculation generates $0.00 in commission.

4.4 Recruitment Bonus

Partner may earn a one-time recruitment bonus of $100.00 for each new partner recruited to the AgentLocal partner program, subject to the following conditions: (a) the recruited partner must complete certification, and (b) the recruited partner must sign their first Active Paying Customer. The bonus is paid in the commission period following the satisfaction of both conditions.

4.5 Recruitment Override

In addition to the recruitment bonus, Partner shall receive a monthly override equal to 5% of the recruited partner's earned commission (not 5% of gross revenue) for a period of twelve (12) months from the date of the recruited partner's first Active Paying Customer payment. The override is single-level only: if a recruited partner recruits additional partners, the original recruiting Partner does not receive overrides from those downstream partners.

4.6 Calculation Methodology and Timing

• Commissions are calculated monthly on or after the 1st of each month for the preceding calendar month.
• Commission calculations are based on actual payments collected during the applicable period, not amounts billed.
• Commission statements are available in the Partner dashboard.
• Each commission calculation carries a version identifier for audit purposes.

4.7 Payment Terms

• Commissions are paid via electronic transfer (Stripe Connect or ACH direct deposit).
• A minimum payout threshold of $25.00 applies. Commissions below the threshold accumulate and roll over to the next payment period.
• Partner is responsible for providing and maintaining accurate payment information in the Partner dashboard.
• Partner is an independent contractor responsible for all applicable tax obligations. AgentLocal will issue IRS Form 1099-NEC for annual commissions exceeding $600.00. Partner must provide a completed W-9 form before the first payout.

4.8 Clawback Provisions

• If a Customer receives a full refund within 30 days of their initial subscription payment, the associated commission for that Customer will be voided.
• If an attribution is found to have been obtained through fraud, misrepresentation, or violation of this Agreement, AgentLocal may void all associated commissions and recover previously paid amounts.
• AgentLocal may offset clawback amounts against future commission payments.

4.9 Audit Rights

Partner has the right to review their commission statements, attribution records, and Customer subscription status through the Partner dashboard at any time. AgentLocal will maintain commission records for a minimum of three (3) years from the date of each commission calculation.

4.10 Rate Modifications

AgentLocal reserves the right to modify the tier thresholds and commission rates with 30 days' written notice. If AgentLocal reduces the commission rates, the prior rates will continue to apply to Customers attributed to Partner before the effective date of the change for the duration of those Customers' active subscriptions. Tier progression (moving to a higher tier based on customer count) is not a rate modification and applies to all attributed Customers as described in Section 4.1.

5. Attribution

Customer attribution follows a first-touch model: the Partner who first refers a Customer receives permanent attribution for that Customer. Attribution is established through Partner's unique referral link, referral code, or manual attribution by AgentLocal. Self-referral (Partner attributing their own business) is not permitted and will result in voided commissions.

6. Partner Obligations

• Represent the Platform accurately and in accordance with training materials provided by AgentLocal.
• Not make false, misleading, or unauthorized claims about Platform capabilities, pricing, or performance.
• Comply with all applicable federal, state, and local laws and regulations in the conduct of sales activities.
• Not engage in high-pressure sales tactics, spam, or any deceptive marketing practices.
• Promptly report any Customer complaints or service issues to AgentLocal.
• Not sell or promote products that directly compete with AgentLocal's AI chatbot and AI discovery services for home service businesses during the term of this Agreement.

7. Intellectual Property

AgentLocal grants Partner a limited, non-exclusive, revocable license to use AgentLocal trademarks, logos, and marketing materials solely for the purpose of promoting the Platform in accordance with this Agreement. Partner shall not modify, alter, or create derivative works from AgentLocal intellectual property without prior written consent. All rights not expressly granted are reserved by AgentLocal.

8. Confidentiality

Partner agrees to keep confidential all non-public information disclosed by AgentLocal, including but not limited to commission rates, business strategies, customer data, and technical information. This obligation survives termination of this Agreement for a period of two (2) years.

9. Term and Termination

This Agreement is effective upon Partner's electronic signature and continues until terminated. Either party may terminate this Agreement at any time with 30 days' written notice. AgentLocal may terminate immediately for cause, including violation of this Agreement, fraudulent activity, or conduct harmful to AgentLocal's reputation. Upon termination:

• Partner's license to use AgentLocal intellectual property terminates immediately.
• Accrued and unpaid commissions for Active Paying Customers will be paid per the normal payment schedule.
• Commissions on existing attributed Active Paying Customers continue for ninety (90) days after the effective date of termination, then cease. No new Customer attributions will be accepted after termination.

10. Dispute Resolution

Partner may dispute a commission calculation within sixty (60) days of the commission statement being posted to the Partner dashboard by submitting a written dispute to AgentLocal. AgentLocal will review the dispute and respond within fifteen (15) business days. If the dispute cannot be resolved through direct communication, the parties agree to submit the matter to binding arbitration under the rules of the American Arbitration Association, with proceedings to be held in Salt Lake City, Utah. Each party shall bear its own costs and attorneys' fees; arbitrator fees shall be split equally between the parties.

11. Limitation of Liability

To the maximum extent permitted by law, AgentLocal's total liability under this Agreement shall not exceed the total commissions paid to Partner in the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages. AgentLocal makes no guarantees regarding Partner earnings or Customer acquisition volume.

12. Indemnification

Partner agrees to indemnify and hold harmless AgentLocal, its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from Partner's breach of this Agreement, negligent or wrongful acts, or misrepresentation of the Platform.

13. General Provisions

• Governing Law. This Agreement is governed by the laws of the State of Utah without regard to conflict of laws principles.
• Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings.
• Amendments. AgentLocal may amend this Agreement with 30 days' written notice. For material changes to commission rates, tier thresholds, or attribution rules, AgentLocal will require affirmative re-acceptance via the Partner dashboard. Material changes that reduce Partner compensation will not apply retroactively to existing attributed Customers. Continued participation after the notice period constitutes acceptance of non-material amendments.
• Severability. If any provision is found unenforceable, the remaining provisions continue in full force and effect.
• Assignment. Partner may not assign this Agreement without AgentLocal's prior written consent. AgentLocal may assign this Agreement in connection with a merger, acquisition, or sale of assets.
• Waiver. Failure to enforce any provision does not constitute a waiver of future enforcement.
• Notices. All notices under this Agreement shall be sent via email to the address on file for each party. Notices to AgentLocal shall be sent to [email protected]. Notices are effective upon sending (email) or upon receipt (postal mail).
• Force Majeure. Neither party shall be liable for any failure or delay in performing obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, internet outages, or other force majeure events.
• Survival. The following provisions survive termination of this Agreement: Confidentiality (Section 8), Dispute Resolution (Section 10), Limitation of Liability (Section 11), Indemnification (Section 12), and the obligation to pay accrued commissions as described in Section 9.