Partner Agreement

1. Parties

This Partner Agreement ("Agreement") is entered into between ClientFlux AI ("Company," "we," or "us") and the partner applicant ("Partner" or "you"). By submitting a partner application, you acknowledge that you have read, understood, and agree to be bound by this Agreement and the Partner Program Terms.

2. Appointment and Scope

Company appoints Partner as a non-exclusive referral partner authorized to market and refer prospective customers to ClientFlux AI. Partner is not granted any territory, exclusivity, or authority to bind Company to any contract or make any representation or warranty on behalf of Company. Partner’s role is limited to referring prospects and using approved marketing materials.

3. Independent Contractor

Partner is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship. Partner is solely responsible for their own taxes, insurance, licenses, and expenses. Partner has no authority to incur debt or obligation on behalf of Company.

4. Referral Process and Attribution

Partner refers prospects using their unique referral link. A prospect must sign up within 90 days of first clicking the referral link to be attributed to Partner. Company will track referrals and provide Partner with access to a dashboard showing referral status, active customers, and earned commissions.

5. Commissions and Payment

Partner earns recurring monthly commissions as defined in the Partner Program Terms. Commissions are paid monthly once the minimum payout threshold of $50 is met. Company will remit payment within 15 days after the end of each calendar month via the Partner’s designated payout method. Partner is responsible for any taxes on earnings.

6. Confidentiality

Partner agrees to keep confidential all non-public information received from Company, including pricing, customer data, product roadmaps, and internal processes. This obligation survives termination of this Agreement. Partner must not disclose, misuse, or reverse-engineer any confidential information.

7. Data Protection

Partner agrees to comply with all applicable data protection laws, including the processing and storage of any personal data obtained through the Program. Partner must not collect, store, or transmit personal data in a manner that violates applicable privacy laws or Company’s privacy policy.

8. Marketing and Brand Guidelines

Partner must market Company’s services ethically and in accordance with Company’s brand guidelines. Partner must not use spam, unsolicited communications, false claims, or bid on Company’s branded keywords. Company may review and require modification of Partner’s marketing materials. Company grants Partner a limited, revocable license to use its trademarks solely for approved marketing under this Agreement.

9. Representations and Warranties

Partner represents that they have the legal capacity to enter this Agreement, that all information provided is accurate, and that their participation does not violate any other agreement. Company warrants that it will use reasonable efforts to track referrals and pay earned commissions. Except as stated, Company disclaims all other warranties.

10. Term and Termination

This Agreement begins upon Company’s acceptance of Partner’s application and continues until terminated by either party. Either party may terminate this Agreement at any time with 30 days written notice. Company may terminate immediately for cause, including breach of this Agreement, unethical marketing, or violation of applicable law. Upon termination, Partner’s license to use Company’s trademarks ceases.

11. Limitation of Liability

To the maximum extent permitted by law, Company is not liable for any indirect, incidental, special, or consequential damages arising from this Agreement. Company’s total aggregate liability is limited to the total commissions paid to Partner in the 12 months preceding the claim. Company does not guarantee any specific earnings or results from the Program.

12. Indemnification

Partner agrees to indemnify and hold harmless Company and its affiliates from any claims, damages, or expenses (including reasonable legal fees) arising from Partner’s breach of this Agreement, Partner’s marketing activities, or Partner’s violation of any law or third-party right.

13. Governing Law and Disputes

This Agreement is governed by the laws of the State of Delaware. Any dispute will be resolved by binding arbitration in Delaware. Each party consents to the exclusive jurisdiction of these forums and waives any objection to venue or inconvenient forum.

14. Entire Agreement

This Agreement, together with the Partner Program Terms and any policies referenced herein, constitutes the entire agreement between the parties regarding the Program and supersedes all prior agreements. If any provision is found unenforceable, the remaining provisions remain in full effect.

Acceptance

By applying to the ClientFlux AI Partner Program, you acknowledge that you have read, understood, and agree to be bound by this Partner Agreement and the Partner Program Terms.