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Agency Agreement

serveyou.ai LLC Agency Agreement

This Agency Agreement ("Agreement") governs the terms under which Platform Users holding an Agency Account ("Agency" or "you") may resell, sublicense, distribute, or otherwise commercialize User Content (including AI Outputs) created using the serveyou.ai platform. This Agreement supplements and is incorporated into the serveyou.ai Terms of Service.

This Agreement is effective upon execution by both parties and shall remain in effect for the duration of your Agency Account unless earlier terminated in accordance with these terms.

Last updated: April 2, 2026

1. Agency Account Eligibility

To qualify for an Agency Account, you must: (a) be a registered Platform User in good standing; (b) be at least 18 years of age or a duly organized business entity; (c) complete the Agency Account application process by contacting customerservice@serveyou.ai; (d) execute this Agreement; and (e) meet any additional eligibility criteria that serveyou.ai LLC may establish from time to time.

serveyou.ai LLC reserves the right to approve or deny Agency Account applications in its sole discretion. An Agency Account is not a franchise, partnership, joint venture, or employment relationship.

2. Scope of Permitted Resale

Subject to the terms of this Agreement and the Terms of Service, Agency may:

  • Resell, sublicense, or distribute applications, websites, code, and other User Content (as defined in the Terms of Service) created using the Platform to Agency's own clients ("Agency Clients");
  • Configure and manage AI agents, workflows, and other Platform tools on behalf of Agency Clients, and offer the outputs and services generated by such tools (including Deployed Applications, AI Outputs, and communications) to Agency Clients;
  • Provide ongoing management, maintenance, and support services to Agency Clients for Deployed Applications built on the Platform;
  • White-label or rebrand Deployed Applications for Agency Clients, provided that such white-labeling does not misrepresent the underlying technology or create the false impression that Agency developed the Platform itself; and
  • Charge Agency Clients fees for the above services at prices determined by Agency.

Platform IP Remains serveyou.ai LLC's Property: For the avoidance of doubt, Agency's resale and distribution rights extend only to User Content and AI Outputs (the deliverables), not to Platform IP. AI agent configurations, system prompts, workflow definitions, Starter Templates, and all other Platform IP (as defined in the Terms of Service) remain the exclusive property of serveyou.ai LLC, regardless of whether Agency configured, customized, or managed such Platform IP on behalf of Agency Clients. Agency receives a non-exclusive, non-transferable license to use Platform IP solely in connection with providing services to Agency Clients through the Platform. Agency shall not represent to Agency Clients that it owns, has developed, or can transfer ownership of any Platform IP.

3. Agency Obligations

Agency shall:

  • Quality and Security: Review, test, and validate all User Content (including AI Outputs) before delivering to Agency Clients. Agency is solely responsible for the quality, security, functionality, and legal compliance of all User Content it resells or distributes;
  • Support: Provide first-line support to Agency Clients. serveyou.ai LLC has no obligation to provide support to Agency Clients directly;
  • Compliance: Ensure that all resold or distributed User Content complies with applicable laws, including data protection, consumer protection, intellectual property, and industry-specific regulations;
  • Privacy: Ensure that each Agency Client has legally compliant privacy notices, terms of service, and data collection practices for any Deployed Applications operated on their behalf. Agency is the data controller for End-User Data collected through Agency Client applications unless and until Agency Client separately agrees to a DPA with serveyou.ai LLC;
  • Agency Client EULA (Flow-Down): Require each Agency Client to execute an end user license agreement or equivalent written agreement ("Agency Client EULA") before providing access to any Deployed Applications, AI Outputs, or services built on the Platform. Each Agency Client EULA must, at a minimum: (i) disclaim all warranties regarding AI Outputs and Deployed Applications to at least the same extent as the Disclaimer of Warranties in the serveyou.ai Terms of Service; (ii) limit liability for AI Outputs, Deployed Applications, and Platform-related services to at least the same extent as the Limitation of Liability in the serveyou.ai Terms of Service; (iii) include an assumption of risk provision covering AI-generated code, AI agent actions, and telecommunications comparable to the Assumption of Risk section of the serveyou.ai Terms of Service; and (iv) name serveyou.ai LLC as an express third-party beneficiary with the independent right to enforce the limitations, disclaimers, and protections set forth in the Agency Client EULA directly against the Agency Client. Agency shall provide copies of its Agency Client EULA to serveyou.ai LLC upon request. Failure to implement and maintain compliant Agency Client EULAs constitutes a material breach of this Agreement;
  • Disclosure: Clearly disclose to Agency Clients that applications are built on the serveyou.ai platform and that AI-generated content is used, to the extent required by applicable law (including California AB 853);
  • Prohibited Uses: Not resell or distribute User Content for any purpose that violates the Terms of Service, Acceptable Use Policy, or applicable law;
  • Records: Maintain accurate records of all Agency Clients and resale transactions, and make such records available to serveyou.ai LLC upon reasonable request; and
  • Insurance: Maintain professional liability (errors and omissions) insurance with minimum coverage as follows: (i) Agencies with annual gross revenue from resale activities of $250,000 or less shall maintain coverage of not less than $500,000 per occurrence and $500,000 in the aggregate; (ii) Agencies with annual gross revenue from resale activities exceeding $250,000 shall maintain coverage of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. Agency shall provide proof of insurance to serveyou.ai LLC upon request. Coverage must be maintained for the duration of the Agency Account and for a period of not less than twelve (12) months following termination.

4. Intellectual Property

Agency retains ownership of its User Content to the extent such rights exist under applicable law, subject to the license granted in the Terms of Service. serveyou.ai LLC retains all rights to the Platform, including all underlying technology, APIs, starter templates, and platform code. Nothing in this Agreement grants Agency any rights to the Platform itself, and Agency shall not represent to Agency Clients that it owns or has developed the Platform technology.

Agency acknowledges that AI Outputs may not be eligible for copyright protection and that identical or similar outputs may be generated for other users. Agency shall not make representations to Agency Clients regarding the exclusivity or copyrightability of AI Outputs without appropriate caveats.

5. Pricing and Fees

Agency shall pay all applicable subscription fees and usage charges for its Agency Account in accordance with the pricing published on the Platform or as separately agreed in writing. Agency may set its own prices for resale to Agency Clients. serveyou.ai LLC has no involvement in and assumes no liability for pricing, billing, or payment disputes between Agency and its Agency Clients.

6. Indemnification

In addition to the indemnification obligations set forth in the Terms of Service, Agency shall indemnify, defend, and hold harmless serveyou.ai LLC from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Agency's resale, distribution, or commercialization of User Content; (b) any representations, warranties, or guarantees Agency makes to Agency Clients regarding User Content, AI Outputs, or the Platform; (c) Agency's failure to properly review, test, or validate User Content before delivery to Agency Clients; (d) any data breach or security incident in Deployed Applications managed by Agency; and (e) any claims by Agency Clients or their End-Users arising from their use of User Content provided by Agency.

7. Limitation of Liability

THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THE TERMS OF SERVICE APPLY TO THIS AGREEMENT. SERVEYOU.AI LLC'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY AGENCY TO SERVEYOU.AI LLC IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. SERVEYOU.AI LLC SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO AGENCY'S RESALE ACTIVITIES.

8. Term and Termination

This Agreement remains in effect for the duration of your Agency Account. Either party may terminate this Agreement upon thirty (30) days' written notice. serveyou.ai LLC may terminate this Agreement immediately if Agency: (a) breaches the Terms of Service, Acceptable Use Policy, or this Agreement; (b) engages in fraudulent, deceptive, or illegal activity; or (c) fails to maintain the eligibility requirements for an Agency Account.

Upon termination: Agency shall immediately cease all resale and distribution of User Content; Agency shall notify its Agency Clients that resale services are being discontinued; Agency remains responsible for winding down Agency Client relationships and ensuring continuity of service for End-Users; all indemnification obligations and limitations of liability survive termination.

9. Relationship of the Parties

Agency is an independent contractor and not an employee, partner, franchisee, agent, or joint venturer of serveyou.ai LLC. Nothing in this Agreement creates any authority for Agency to bind serveyou.ai LLC or to make representations on its behalf, except as expressly authorized herein. Agency shall not hold itself out as a representative of serveyou.ai LLC.

10. Governing Law and Dispute Resolution

This Agreement is governed by the laws of California and is subject to the dispute resolution provisions of the Terms of Service.

11. Entire Agreement

This Agreement, together with the Terms of Service, Privacy Policy, Acceptable Use Policy, Data Processing Agreement, and any other policies referenced in the Terms of Service, constitutes the entire agreement between Agency and serveyou.ai LLC with respect to the subject matter hereof. In the event of any conflict between this Agreement and the Terms of Service with respect to resale and distribution matters, this Agreement shall control.

Contact

To apply for an Agency Account or for questions regarding this Agreement, contact:

Customer Service
customerservice@serveyou.ai