Affiliate Program Agreement

serveyou.ai LLC

This is the agreement that will be sent to approved Affiliates for electronic signature via DocuSign. It is published here for reference; the executed copy controls.

1. Parties and Effective Date

This Affiliate Program Agreement (the "Agreement") is entered into between serveyou.ai LLC, a California limited liability company ("Company," "we," "us," or "our"), and the business entity identified in the Affiliate Application and signature block below ("Affiliate," "you," or "your"). Each is a "Party" and together the "Parties." This Agreement is effective on the date last signed below (the "Effective Date").

2. Definitions

In this Agreement, the following defined terms apply:

"Approved Marketing Materials" means the materials made available to Affiliate from time to time through the Affiliate resource library or as expressly authorized in writing by Company.
"Commission" has the meaning given in Section 9.
"Customer" means a person or entity that enters into a paid subscription agreement directly with Company for the Platform.
"Net MRR" means the monthly recurring subscription revenue actually collected by Company from a Qualified Customer in a given month, less the Platform Cost Deduction.
"Platform" means the serveyou.ai software platform and related products and services made available by Company.
"Platform Cost Deduction" means $90.00 USD per Customer per month, representing Company's estimated direct platform costs per Customer.
"Program" means the serveyou.ai Affiliate Program governed by this Agreement and the Program Policies.
"Program Policies" means the Affiliate Program Policies published by Company and as updated from time to time, which are incorporated into this Agreement by reference.
"Prospect" means a person or entity that Affiliate identifies as a potential Customer and submits to Company through the Prospect Registration process.
"Prospect Registration" means the form-based intake process described in Section 7 by which Affiliate submits a Prospect to Company for approval.
"Qualified Customer" means a Customer for whom Affiliate is the attributed referral source under Section 7 and Section 9.
"Subscription Term" means, with respect to a Qualified Customer, the period beginning on the first day of the Customer's first paid billing cycle and continuing for twelve (12) consecutive months thereafter.

3. Relationship of the Parties

3.1 Independent Contractor. Affiliate is an independent business and an independent contractor of Company. Nothing in this Agreement creates any employment, partnership, joint venture, agency, franchise, or fiduciary relationship between the Parties. Affiliate is not authorized to bind Company, accept obligations on Company's behalf, or hold itself out as having authority beyond that expressly granted in this Agreement.

3.2 Affiliate Operates Independently. Affiliate acknowledges that:

(a) Affiliate is free from the control and direction of Company in connection with the performance of Affiliate's activities under this Agreement, both under this Agreement and in fact;
(b) Affiliate sets its own hours, methods, location, and approach to identifying Prospects, and determines in its sole discretion whether and how to engage in promotional activities;
(c) Affiliate may engage with other companies, contractors, employers, and clients, including in fields similar to or competitive with the Platform, with no exclusivity owed to Company;
(d) Affiliate provides its own equipment, workspace, software, and tools necessary to perform under this Agreement and bears its own business expenses without right of reimbursement;
(e) Affiliate is engaged in an independently established trade or business and customarily holds itself out as such; and
(f) Affiliate is solely responsible for all federal, state, and local taxes (including self-employment taxes) on Commissions paid under this Agreement, and Company will not withhold any taxes.

3.3 No Required Activities. Affiliate is under no obligation to identify any minimum number of Prospects, to spend any minimum amount of time on Program activities, to follow any particular method or schedule, or to attend any meetings, training sessions, or calls. The Program imposes no quotas, minimums, or required reporting obligations on Affiliate.

3.4 Title. Affiliate may identify itself as an "Authorized Affiliate" of serveyou.ai LLC in connection with permitted promotional activities, subject to the Program Policies and Brand Guidelines. Affiliate may not use any other title (including "sales representative," "agent," "consultant," or similar), may not use a serveyou.ai email address, and may not represent that Affiliate is an employee or agent of Company.

4. Eligibility

To enroll and remain in the Program, Affiliate must:

Be a duly formed and validly existing limited liability company, corporation, partnership, or registered sole proprietorship with its own employer identification number (EIN);
Hold any business license or tax registration required by the jurisdiction(s) in which Affiliate operates;
Maintain a separate business location (which may be a home office) distinct from any office of Company;
Provide a complete and accurate IRS Form W-9 (or applicable equivalent) at enrollment and update it as needed;
Be at least 18 years of age (in the case of an individual operating as a sole proprietor); and
Not be subject to any agreement, policy, or duty owed to any third party (including any employer or other principal) that would prohibit or restrict Affiliate's participation in the Program.

4.1 Representations. Affiliate represents and warrants that the foregoing eligibility criteria are true and accurate as of the Effective Date and will remain true throughout the term. Affiliate further represents that participation in the Program does not violate any agreement, policy, or duty owed to any third party.

5. Permitted Activities

Subject to this Agreement and the Program Policies, Affiliate may:

Identify, contact, and introduce Prospects to Company;
Promote the Platform using Approved Marketing Materials;
Refer to itself as an "Authorized Affiliate" of serveyou.ai LLC in promotional contexts and on business cards, email signatures, and social media profiles in compliance with the Brand Guidelines;
Submit Prospect Registrations and request demonstration calls in accordance with Section 7;
Attend demonstration calls with Prospects as the introducing party; and
Provide Company with information about Prospects to assist Company in preparing demonstrations.

6. Prohibited Activities

Affiliate shall not:

Negotiate, agree to, or modify any contract terms, pricing, or scope of services on behalf of Company;
Make any representations, warranties, guarantees, or commitments concerning the Platform other than statements drawn from the Approved Marketing Claims List;
Hold itself out as an employee, agent, partner, officer, or representative of Company beyond an "Authorized Affiliate";
Use any serveyou.ai email address, telephone number, or office address as its own;
Send unsolicited commercial electronic messages, calls, or text messages in violation of the Telephone Consumer Protection Act ("TCPA"), the CAN-SPAM Act, the Telemarketing Sales Rule, A2P 10DLC requirements, or any state telemarketing or consumer protection law;
Bid on Company's trademarks or domain names in paid search advertising, register domains containing Company's trademarks, or impersonate Company online;
Promote the Platform in connection with any restricted business category identified by Company's payment processor or applicable law;
Recruit, refer, or sub-affiliate other persons into the Program in exchange for any portion of Commissions or other compensation, except as expressly authorized in writing by Company;
Continue contacting a Prospect or Customer regarding the sales process after the demonstration call described in Section 7.4, except as expressly authorized in writing by Company;
Disclose, use, or retain non-public information regarding Company, the Platform, or any Prospect or Customer except as permitted by Section 11;
Solicit, divert, or attempt to divert any Prospect or Customer away from Company; or
Engage in any conduct that violates the Program Policies, the Acceptable Use Policy of the Platform, or applicable law.

7. Prospect Registration, Demonstrations, and Attribution

7.1 Prospect Registration. Before contacting a Prospect about the Platform or scheduling any call involving Company, Affiliate must submit a Prospect Registration through the form provided by Company. Each Prospect Registration must include the Prospect's company name, contact name, contact email, industry, and a description of the Prospect's relevant business problems and current tools.

7.2 Approval and Exclusivity Window. Company will review each Prospect Registration and notify Affiliate of approval or rejection within two (2) business days of submission. Approval is granted in Company's sole discretion. Approval establishes a ninety (90) day exclusivity window during which Affiliate is the attributed referral source for that Prospect (the "Exclusivity Window"). If a Prospect Registration is rejected because the Prospect is already in Company's pipeline or has previously been registered by another Affiliate, Affiliate is not entitled to attribution for that Prospect.

7.3 Intake and Demo Review. Following approval, Affiliate may schedule one or more prospect-specific calls with Company through Company's scheduling tool, including (a) an intake call for Affiliate to provide Company with information about the Prospect, and (b) a demo review call for Affiliate to provide feedback on the demonstration before it is presented. These calls are optional from Affiliate's side; Affiliate may submit the same information in writing in lieu of any call. The content of any demonstration is the work product and sole responsibility of Company.

7.4 Demonstration Call. Affiliate is responsible for scheduling the demonstration call between the Prospect and Company within the Exclusivity Window. Affiliate may attend as the introducing party. After the demonstration call, all communications with the Prospect regarding the sales process shall be exclusively between Company and the Prospect, and Affiliate shall not initiate further contact with the Prospect concerning the Platform unless directed by Company in writing. Affiliate may, with Company's prior agreement, attend occasional post-demo calls or check-ins at the Customer's invitation, in an observer capacity, without serving as Company's representative or assuming any delivery responsibility.

7.5 Attribution. A Customer is a Qualified Customer of Affiliate if (a) Affiliate submitted an approved Prospect Registration for the Customer, (b) the Customer enters into a paid subscription with Company within the Exclusivity Window, and (c) no other Affiliate has prior or superior attribution rights with respect to the Customer. Company's determination of attribution, made reasonably and in good faith, is final.

7.6 Pipeline Conflicts. Company will reject Prospect Registrations for Prospects already in Company's pipeline, defined as Prospects with whom Company has had documented direct contact within the ninety (90) days preceding the Prospect Registration, or for whom another Affiliate holds a current Exclusivity Window.

8. Information About Prospects

8.1 Affiliate Representations. With respect to each Prospect Registration and any related disclosures, Affiliate represents and warrants that: (a) Affiliate has the right to share the Prospect information with Company for the purposes of this Agreement; (b) such disclosure does not violate any duty of confidentiality, non-disclosure agreement, employment policy, or other obligation owed by Affiliate to any third party (including Affiliate's employer); and (c) Affiliate has not obtained the Prospect information through unlawful means.

8.2 Prospect Information Confidentiality. Affiliate shall not use Prospect information for any purpose other than submitting it to Company under this Agreement and shall not retain or disclose Prospect information after termination of this Agreement except as required by law.

9. Compensation

9.1 Commission. For each Qualified Customer, Company will pay Affiliate a commission equal to fifty percent (50%) of Net MRR collected from that Qualified Customer during the Subscription Term (the "Commission"). For clarity, Net MRR equals the monthly recurring subscription revenue actually collected from the Qualified Customer in the relevant month minus the Platform Cost Deduction of $90.00. If collected MRR for a Qualified Customer in any month is less than the Platform Cost Deduction, the Commission for that month is zero (and is not carried forward to subsequent months).

9.2 Subscription Term Clock. The Subscription Term begins on the first day of the Qualified Customer's first paid billing cycle (after any free trial or evaluation period) and runs for twelve (12) consecutive months. No Commission is payable for any period after the end of the Subscription Term, even if the Qualified Customer remains a Customer of Company.

9.3 Payment Timing and Method. Commissions accrue monthly as Net MRR is collected. Company will pay accrued Commissions to Affiliate within thirty (30) days after the end of each calendar month, by ACH or other electronic method. Company will provide Affiliate with a monthly statement showing Qualified Customers, Net MRR, Commissions earned, chargebacks, and net amount paid.

9.4 Chargebacks and Clawbacks. If Company refunds, credits back, or fails to collect any portion of MRR previously included in a Commission calculation, Company may offset the related Commission against current or future Commissions. If Affiliate engages in fraud or material breach of this Agreement, Company may withhold or claw back unpaid Commissions associated with the violating conduct.

9.5 No Other Compensation. Commissions are the only compensation payable to Affiliate. Company does not provide any draw, advance, salary, hourly pay, expense reimbursement, benefits, paid leave, equity, or other compensation, and Affiliate waives any claim to the same.

9.6 Re-Signup. If a Qualified Customer cancels its subscription and subsequently re-subscribes, Commissions are paid only with respect to Net MRR collected during the original Subscription Term measured from the first paid month. No new Subscription Term is created by re-signup.

9.7 Surviving Commissions on Termination. Commissions accrued but unpaid as of termination of this Agreement will continue to be paid through the end of each Qualified Customer's Subscription Term, except that Commissions are forfeited where Company terminates this Agreement for cause under Section 14.2 and the cause relates to fraud, material breach, or compliance violations.

9.8 Tax Reporting. Company will issue an IRS Form 1099-NEC (or equivalent) for Commissions paid in any calendar year of $600 or more. Affiliate is responsible for all taxes on Commissions.

10. Customer Ownership and Intellectual Property

10.1 Customer Relationship. All Customers are exclusively customers of Company. All contracts, billing, support, and customer relationships are exclusively between Company and the Customer. Affiliate has no right, title, or interest in any Customer, Customer contract, Customer revenue (other than Commissions earned under this Agreement), or Customer data.

10.2 Limited License to Brand Assets. Subject to compliance with the Brand Guidelines, Company grants Affiliate a non-exclusive, non-transferable, revocable license to use Company's name, logo, and Approved Marketing Materials solely to perform under this Agreement. All goodwill arising from such use inures to Company. The license terminates immediately upon termination of this Agreement.

10.3 Reservation of Rights. Except as expressly stated, no rights to any of Company's intellectual property, Platform, content, software, or trademarks are granted to Affiliate. Company retains all rights not expressly granted.

10.4 Affiliate Materials. To the extent Affiliate creates any promotional materials referencing Company in connection with this Agreement (whether or not approved), Affiliate hereby grants Company a perpetual, non-exclusive, royalty-free license to use, modify, and distribute such materials in connection with the Program.

11. Confidentiality

11.1 Confidential Information. "Confidential Information" means non-public information disclosed by one Party to the other in connection with this Agreement, including pricing, product roadmap, Customer and Prospect information, Commission amounts, and any information marked as confidential or that should reasonably be understood to be confidential.

11.2 Obligations. Each Party shall (a) use Confidential Information of the other only as necessary to perform under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information (and no less than reasonable care), and (c) not disclose Confidential Information to any third party except as required by law (with prompt notice to the disclosing Party where permitted).

11.3 Exclusions. Confidential Information does not include information that is publicly available without breach, was rightfully known prior to disclosure, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

11.4 Survival. The obligations in this Section 11 survive for two (2) years after termination, except with respect to Customer and Prospect personal information and trade secrets, which survive indefinitely.

12. Compliance With Laws

12.1 General. Affiliate shall comply with all applicable laws and regulations in connection with its activities under this Agreement, including (without limitation) the TCPA, CAN-SPAM Act, Telemarketing Sales Rule, state telemarketing laws, A2P 10DLC requirements, the FTC Endorsement Guides (16 C.F.R. Part 255), the California Consumer Privacy Act/California Privacy Rights Act, and other applicable consumer protection and privacy laws.

12.2 FTC Disclosure. In any communication, post, message, advertisement, or endorsement promoting the Platform, Affiliate shall clearly and conspicuously disclose Affiliate's material connection to Company (i.e., that Affiliate may receive compensation if a referral leads to a paid subscription), in accordance with the FTC Endorsement Guides.

12.3 Solicitation Compliance. Affiliate shall not initiate calls, text messages, or emails to recipients without prior, lawful consent or another applicable lawful basis. Affiliate shall maintain records of consent and shall honor opt-out requests immediately.

12.4 No False Claims. Affiliate shall make only statements about the Platform that are accurate, substantiated, and consistent with the Approved Marketing Claims List. Affiliate shall not make any deceptive, misleading, or unauthorized claims, guarantees, or comparisons.

13. Indemnification

13.1 By Affiliate. Affiliate shall defend, indemnify, and hold harmless Company and its officers, members, managers, employees, contractors, and agents from any third-party claims, demands, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Affiliate's breach of this Agreement, the Program Policies, or applicable law; (b) any statements, representations, or marketing made by Affiliate; (c) Affiliate's communications with Prospects, Customers, or other recipients (including TCPA, CAN-SPAM, or similar claims); (d) Affiliate's disclosure or misuse of any third party's information; (e) Affiliate's violation of any duty owed to a third party (including Affiliate's employer); or (f) any claim that Affiliate is or was an employee of Company.

13.2 By Company. Company shall defend, indemnify, and hold harmless Affiliate from third-party claims arising out of (a) Company's gross negligence or willful misconduct in operating the Platform, or (b) a third-party claim that Company's name or logo, when used in unaltered form pursuant to the Brand Guidelines, infringes such third party's trademark rights.

13.3 Procedure. The indemnified Party shall promptly notify the indemnifying Party of any claim, give the indemnifying Party sole control of the defense and settlement (provided no settlement requires the indemnified Party to admit fault or pay money without consent), and reasonably cooperate.

14. Term and Termination

14.1 Term. This Agreement begins on the Effective Date and continues until terminated as provided below.

14.2 Termination. Either Party may terminate this Agreement at any time, with or without cause, upon fourteen (14) days written notice to the other. Either Party may terminate immediately upon written notice for material breach by the other Party that is not cured within ten (10) days after written notice (or, for breaches that cannot be cured, immediately). Company may terminate immediately if Affiliate (a) ceases to meet the eligibility requirements of Section 4, (b) engages in fraud, deception, or material non-compliance, or (c) damages Company's reputation or brand.

14.3 Effect of Termination. Upon termination: (a) Affiliate shall immediately cease all promotional activities on Company's behalf and remove all references to Company from Affiliate's materials; (b) the license granted in Section 10.2 terminates; (c) Affiliate shall return or destroy Confidential Information; (d) accrued and unpaid Commissions for Qualified Customers identified before termination will continue to be paid through the end of each Qualified Customer's Subscription Term, subject to Section 9.7; and (e) Sections that by their nature should survive (including Sections 8.2, 9.4, 10, 11, 13, 14.3, 15, 16, 17, and 18) survive termination.

15. Disclaimer; Limitation of Liability

15.1 Disclaimer. THE PROGRAM, PLATFORM, AND APPROVED MARKETING MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT GUARANTEE ANY MINIMUM VOLUME OF QUALIFIED CUSTOMERS, COMMISSIONS, OR REVENUE.

15.2 Limitation of Liability. EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 AND BREACHES OF CONFIDENTIALITY UNDER SECTION 11, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE, ARISING OUT OF THIS AGREEMENT. COMPANY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSIONS PAID TO AFFILIATE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

16. No Restrictive Covenants

The Parties acknowledge that California Business and Professions Code Section 16600 generally prohibits non-compete and customer non-solicitation restrictions. Nothing in this Agreement is intended to restrict Affiliate, after termination, from engaging in any lawful business or profession, soliciting customers (other than restrictions on misuse of Confidential Information and trade secrets), or working for any competitor. Sections 6, 8.2, and 11 are not intended to operate as non-compete or customer non-solicitation restrictions and shall be interpreted consistently with applicable law.

17. Dispute Resolution

17.1 Governing Law. This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles.

17.2 Negotiation. Before initiating any formal proceeding, the Parties shall attempt in good faith to resolve any dispute through written notice and a meeting of authorized representatives.

17.3 Arbitration. Any dispute not resolved through negotiation shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Santa Clara County, California. Judgment on the award may be entered in any court of competent jurisdiction. Each Party bears its own attorneys' fees, except as the arbitrator may award. Either Party may seek injunctive relief in court for breaches of confidentiality or intellectual property.

18. General Provisions

18.1 Entire Agreement. This Agreement, together with the Program Policies and any documents incorporated by reference, constitutes the entire agreement between the Parties on this subject and supersedes all prior agreements and understandings.

18.2 Amendments. Company may update the Program Policies upon notice to Affiliate. Material changes to the commission structure or termination provisions in this Agreement require written agreement signed by both Parties.

18.3 Assignment. Affiliate may not assign this Agreement without Company's prior written consent. Company may assign in connection with a merger, acquisition, or sale of substantially all assets.

18.4 Notices. Notices must be in writing and sent to the email addresses or addresses on file with each Party. Notices are deemed given when sent (for email) or three days after deposit (for mail).

18.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision will be modified to the minimum extent necessary to be enforceable.

18.6 No Waiver. No waiver of any provision is effective unless in writing. A waiver of one breach is not a waiver of any other breach.

18.7 Counterparts; Electronic Signatures. This Agreement may be signed in counterparts and by electronic signature, each of which is an original.

18.8 Independent Drafting. Each Party has had the opportunity to review this Agreement with counsel of its choice. The Agreement will not be construed against the drafter.

Signatures

Approved Affiliates execute this Agreement via electronic signature (DocuSign) following acceptance of their application. The executed counterpart on file with serveyou.ai LLC controls.