Partner Program Agreement

February 2025


Agent Suite AI Partner Program Agreement & Code of Conduct


This Partner Agreement constitutes the provisions herein, the Agent Suite AI Terms of Service, the Agent Suite AI Privacy Policy, both of which are incorporated herein by reference (collectively the “Agreement”). The Agreement governs your activity, application to join, and any subsequent participation in, Agent Suite AI's Partner program (the “Program”). By accepting the Agreement, or by participating in the Program, you (“Partner”, “You” or “you”) agree to be bound by the terms thereof and agree that this is a binding legal agreement between You and Agent Suite AI Inc. (“Agent Suite AI” ,“we” or “us”). If You are or represent a business entity, you represent and warrant that you have the authority to bind that entity to this Agreement. Agent Suite AI reserves the right to modify the Agreement at any time. Your continued participation in the Program shall be deemed acceptance of any new versions of the Agreement. Partner is responsible for ensuring its employees, agents, and representatives comply with this Agreement. Any breach of the Agreement by an employee, agent, or representative acting on Partner’s behalf shall be deemed a breach by the Partner.

SECTION 1. PROGRAM APPLICATION  

You agree to provide all information reasonably requested by Agent Suite AI in connection with Your Program application, and You represent and warrant that all information that You provide is truthful and accurate. You understand and agree that Agent Suite AI retains sole and exclusive discretion to determine whether You qualify for participation in the Program. Agent Suite AI reserves the right to change its criteria for the Program at any time, for any reason. You expressly consent to be contacted about your application and the Program via the email address and the phone number You provide in Your application. It is your responsibility to control the notifications you do, or do not, receive through your device. To stop receiving text messages from Agent Suite AI, use the mobile phone corresponding to the number enrolled in Agent Suite AI text messages and reply “STOP” in response to a text message from the Agent Suite AI text messaging program. This will only opt you out of the specific Agent Suite AI text messaging program associated with that phone number, and you will remain opted in to any other text messaging programs in which you have enrolled. The opt out does not preclude messaging that Agent Suite AI needs to send for necessary services. You understand and acknowledge that network services, including but not limited to mobile network services, are outside of the control of Agent Suite AI, and Agent Suite AI is not responsible or liable for issues arising from them. Agent Suite AI reserves the right to modify or discontinue, temporarily or permanently, all or any part of Agent Suite AI text messages, with or without notice. Agent Suite AI may suspend or terminate your receipt of Agent Suite AI text messages for any reason without notice to you.


SECTION 2. PROGRAM RULES  

You represent and warrant that, when participating in the Partner Program, you will comply with the following Program rules (“Rules”), and, if Agent Suite AI determines, in its sole discretion, that you are not in compliance with any of the Rules, you will be considered in material breach of this Agreement, and Agent Suite AI may (in its sole discretion), in addition to seeking any other available remedies in law and equity, terminate this Agreement and Your participation in the Program immediately (which may include, without limitation, forfeiture of earned Commissions), without liability:

a. the Code of Conduct set forth in Exhibit A;

b. the following (collectively, “Laws/Terms”): (i) the terms of the Agreement, (ii) all applicable laws, statutes, treaties, ordinances, regulations, codes, guidance, guidelines, including, without limitation, the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising and related guidance, all as updated (collectively, the “FTC Endorsement Guides”), policies, terms and conditions of third parties to which you and the Program are subject, and (iii) the terms of use, user agreements and other terms and conditions pertaining to the use of each website and/or platform you use; and

c. the Agent Suite AI Partner Guidelines in Exhibit B.

SECTION 3. COMPENSATION

Upon acceptance into the Program, You will receive a unique Partner ID from the Agent Suite AII Partner Team. This Partner ID will be incorporated in the URL that You use to advertise Agent Suite AI (hereinafter, “Partner Link”). You may earn Commissions, as further detailed in Exhibit C, and updated from time to time by Agent Suite AI, and as further described below, for each sale (“Sale”) that is registered using Your Partner ID. You may also earn Commissions on Sales generated by Partners you have recruited to join the Program (“Second Tier Partners”). Agent Suite AI reserves full discretion in Second Tier Partner designations.

A Sale is determined to have occurred, provided that a new user (“Prospect”) (i) purchased Agent Suite AI Products by accessing the Agent Suite AI Site directly via a Partner Link from one of your authorized channels; and (ii) clicked the Partner Link to the Agent Suite AI Site and purchased Agent Suite AI Products, provided that it was the last Partner Link to the Agent Suite AI Site that the customer clicked within the last 90 days. All determinations of whether a Sale occurred and whether a Commission is payable, will be made by the Agent Suite AI Staff.

A Commission is earned only if (i) Partner has registered and maintained a usable account with a third party payment provider to receive Commission payments and provided complete and accurate information to HighLevel to facilitate payment and (ii) the account of Prospect has remained in good status for at least forty-five (45) days after the Sale. No Commission is earned for a Sale if, at the time of attempted payout, Partner has not maintained a usable account with a third party payment provider or Agent Suite AI is unable to payout Commissions due to incomplete or inaccurate information provided by the Partner. Similarly, Partners are responsible for ensuring that their Prospects and Customers are not located in or associated with an embargoed or sanctioned person or entity. No Commissions will be earned for Sales to any Prospect or Customer residing in a Sanctioned Country or who is or has an association with a Sanctioned Party. A “Sanctioned Country” means any country or territory that is the target of comprehensive sanctions, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea region, the so-called Donetsk and Luhansk People’s Republics, and any other country or region that is otherwise the target of sanctions administered by the U.S. Office of Foreign Assets (“OFAC”) or equivalent government agency in other countries. A “Sanctioned Person” means any individual or entity that appears on the Specially Designated Nationals and Blocked Persons List of OFAC or that is otherwise the target of sanctions administered by OFAC or equivalent government agencies in other countries.

In the event that a Prospect has multiple Partner cookies (“Cookies”), the most recently acquired Cookie will generally determine which Partner is credited with a Sale except in instances of (i) recently canceled Prospects who attempt to re-subscribe under a different Partner within 90 days of cancellation, or (ii) other scenarios at Agent Suite AI’s sole discretion. If a Prospect signs up for Agent Suite AI without connection to any Partner, that Prospect is considered unpartnered, and no Commissions will be earned by any Partners for that Prospect unless otherwise agreed to by Agent Suite AI in writing. Agent Suite AI will allocate Commissions as deemed appropriate in Agent Suite AI’s sole and absolute discretion. Partners are prohibited from inducing existing Agent Suite AI customers from cancelling or transferring their account in order to "Partner” with You.

Except as otherwise provided herein, Commission payouts will be paid on the 15th of each month following Agent Suite AI's receipt of payment for a Sale, subject to the other terms of this Agreement. In the event the 15th of the month falls on a holiday or weekend, Commission payouts will typically occur on the following business day, although exceptions may apply. All Commission payouts are calculated based on the amount of fees received by HighLevel, less sales taxes. All Commissions are paid in U.S. Dollars (USD) or otherwise in currencies offered by the payment provider. Some payment methods may incur processing fees that may be deducted from Your Commissions. Your combined Commission must be equal to or exceed One-hundred Dollars ($100.00) (USD) before You receive a payment from Agent Suite AI. If Your combined Commissions in a 90-day period do not exceed $100.00 (USD), Your Commissions will not be paid and will be forfeited.

Partners must register with a third party payment provider to receive Commissions payouts. Agent Suite AI or the third party payment provider may require You to submit a completed W-8 or W-9 tax form or any ancillary supporting documentation or other tax documents (the “Required Documents”) before processing Commissions payouts. If You fail to submit the Required Documents in a timely manner, Agent Suite AI or the third party payment provider may refuse to payout Commissions that were earned more than 120 days prior to receiving your Required Documents. If You are not a resident of the United States, Agent Suite AI may withhold tax (including, not limited to, VAT) where required by applicable law. You are solely responsible for complying with all tax laws in Your respective jurisdiction(s) including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with, the applicable governing body(ies).

If Agent Suite AI determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission will be considered earned for such Sale. If a Commission has already been paid out for a Sale that is later deemed by Agent Suite AI to be fraudulent or in violation of this Agreement or the law, the Commission amount will automatically be withheld against any future Commissions or refunded back to Agent Suite AI at its option. Agent Suite AI may also terminate this Agreement and Your participation in the Program immediately without any further liability to you.

If a refund or charge-back occurs for a Sale, and if a Commission was already paid to You for that Sale, such Commission is considered unearned, and the Commission will be deducted from Your future Commission payouts.

Agent Suite AI will make reasonable efforts to payout all earned Commissions. In the event that Agent Suite AI is unable to payout a Commission for any reason outside of Agent Suite AI’s control, those Commissions may be forfeited at Agent Suite AI’s sole discretion.

SECTION 4. INTELLECTUAL PROPERTY RIGHTS; MEDIA RELEASE

Agent Suite AI may provide you with certain intellectual property, resources or materials to be used solely in connection with the Program (collectively, “Agent Suite AI Materials”). You acknowledge that Agent Suite AI shall maintain complete ownership of the Agent Suite AI Materials, and agree that you will not do anything inconsistent with our ownership, and agree that all of your use of the Agent Suite AI Materials (including all associated goodwill) will insure to the benefit of, and on behalf of the Agent Suite AI. You agree that nothing in this Agreement gives you any right, title, or interest in the Agent Suite AI Materials other than the right to use the Agent Suite AI Materials in accordance with this Agreement. You also agree that you will not attack our rights in or title to the Agent Suite AI Materials or the validity of the Agent Suite AI Materials or this Agreement. In addition, You agree that all of your use of Agent Suite AI’s trademarks will comply with the latest edition of Agent Suite AI’s Brand Style Guidelines and all other directions from Agent Suite AI regarding the form and manner of the application of the trademarks. This includes using trademark notices, including the ® symbol, only as instructed by Agent Suite AI. You further agree that your authorization to use the Agent Suite AI Materials, including Agent Suite AI’s trademarks, is personal; so you may not sublicense or otherwise allow anyone else to use the Agent Suite AI Materials. At Agent Suite AI’s request, you will provide samples of all materials that include any of Agent Suite AI’s trademarks.

 

Agent Suite AI hereby grants to you a non-exclusive, royalty-free license to use the Agent Suite AI Materials solely in connection with and as necessary to conduct the services hereunder in a manner approved by Agent Suite AI in advance for use.

 

All rights with respect to the software or services provided by Agent Suite AI (“Services”), and Agent Suite AI’s name, trademarks, logos, or other intellectual property (“Agent Suite AI IP”), whether now existing or which may hereafter come into existence, which are not expressly granted to Partner herein are reserved to Agent Suite AI. Any goodwill generated through Partner’s use of Agent Suite AI IP shall inure solely to the benefit of Agent Suite AI. Except as set forth in this Agreement, Partner may not use Agent Suite AI’s IP without Agent Suite AI’s prior written consent, including but not limited to using Agent Suite AI’s trademarks or brands as part of Your company name or domain name. Partner will promptly notify Agent Suite AI of any infringement or threatened infringement of any Agent Suite AI IP or rights of Agent Suite AI of which Partner becomes aware and will provide reasonable assistance to Agent Suite AI, at Agent Suite AI’s expense, in connection therewith. Partner shall not promote or provide services to any other business or person that is infringing any of Agent Suite AI's IP. Partner will use commercially reasonable means to protect the security of the Services on Partner’s system and network, including internal and public websites, from hacking or other unauthorized access, modification or redistribution. Upon becoming aware of any breach in security, Partner shall notify Agent Suite AI and take prompt action to remedy such breach.

 

Partner grants to Agent Suite AI a non-exclusive, royalty-free license to use any content or materials published or distributed by Partner in connection with Agent Suite AI and the Program for any lawful purpose, including, without limitation, the purposes of (i) further promoting Agent Suite AI, (ii) marketing and generating interest in the Program; (iii) highlighting the creativity or achievements of You or other Partners; or (iv) for any other purpose agreed upon between You and Agent Suite AI. Partner represents and warrants that all content and materials that You publish and distribute related to Agent Suite AI and/or the Program do not infringe any intellectual property right of third parties, including other Partners and Agent Suite AI.

 

If Partner elects to participate in any events or media activities, such as virtual and in-person events, contests, strategy sessions, monthly virtual workshops, podcasts, masterminds, summits, conferences and any other activities that the parties may agree to from time to time (collectively, “Activities”), Partner further grants to Agent Suite AI all ownership rights and the absolute and irrevocable right and permission to copyright, use and publish content that may contain the Partner’s image, voice, likeness and any of Your other contributions (“Likeness”) that were obtained during Your participation in the Activities described above. The Likeness may be copyrighted, used and/or published individually or with other photography or video works, in any medium and for any lawful purpose.

 

You represent and warrant that (i) no other party has been granted an exclusive license with respect to the Likeness, and (ii) no other party’s authorization or consent is required with respect to the permission granted to Agent Suite AI under Section.

 

You waive any right that You may have to inspect or approve Agent Suite AI’s use of the Likeness, or the advertising copy or printed matter that may be used in connection with the use and/or publication of the Likeness. You release Agent Suite AI from all claims for libel, slander, invasion of privacy, infringement of copyright or right of publicity, or any other claim related to the Likeness. This release includes without limitation any claims related blurring, distortion, alteration, optical illusion, digital alteration, use in composite form, whether intentional or otherwise, or use of a fictitious name, that may occur or be produced in the processing or publication of the Likeness.

 

SECTION 5. TERM AND TERMINATION

The term of this Agreement will begin the earlier of your acceptance of or signing of this Agreement (including digitally). Your participation in the Program will continue unless and until terminated. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party thirty (30) days’ written notice of termination. If, in our sole determination, You defaulted or made an attempt to default any term or provision of the Agreement, or violated or allegedly violated any Laws/Terms, whether in connection with Your use of Agent Suite AI or otherwise (collectively, “Default/Breach”), we may terminate the Agreement, freeze Your Commissions, or suspend Your access to the Services immediately at any time without notice to You. In such an instance, and in our sole discretion, we may also, for the aforementioned reasons, terminate our relationship and suspend any accounts owned/controlled by You. In the event this Agreement is terminated due to Your Default/Breach, You immediately forfeit all Commissions, and any other payments owed to You or that may in the future be owed to You without any further liability by Agent Suite AI to You.

 

If this Agreement is terminated or canceled, then all provisions that, by their nature, should survive, will survive, including, but not necessarily limited to, all limitations of liability, disclaimers of warranties, indemnity obligations, class action waiver provisions. All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement and/or Your Agent Suite AI account.

 

SECTION 6. ADDITIONAL REPRESENTATIONS AND WARRANTIES

In addition to Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against You by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws. If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, You are required to notify Agent Suite AI of the same within 24 hours. Agent Suite AI, in its sole and exclusive discretion, may immediately terminate Your participation in the Program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph.

 

SECTION 7. ENTIRE AGREEMENT

This Agreement represents the entire agreement between the Parties with regards to the Program and supersedes any other written or oral agreement between the parties. In the event that you have executed a separate written agreement related to the Program, that separate agreement shall prevail in the event of a conflict between it and this Agreement.

 

SECTION 8. INDEPENDENT CONTRACTOR

Partners are independent contractors of Agent Suite AI. It is the express understanding and intention of the Parties that no relationship of employee/employer nor principal and agent shall exist between Agent Suite AI and You by virtue of this Agreement. You have no right to act on behalf of or bind Agent Suite AI in any way, nor share in the profits or losses of Agent Suite AI. The only compensation available to You is set forth in this Agreement. You are solely and exclusively responsible and liable for all of Your acts or omissions and the acts and omissions of anyone working on your behalf, as well as for any taxes due hereunder.

Agent Suite AI may provide compliance recommendations and/or Program recommendations, such as strategy sessions, fresh marketing techniques, suggestions or guidance on complying with applicable Laws/Terms, or other materials and resources intended solely for informational and entertainment purposes (collectively, “Recommendations”). Such Recommendations should not be relied upon to ensure Your compliance with Laws/Terms. You are solely responsible for ensuring that Your participation in the Program and all subsequent activities
comply with Laws/Terms, and Agent Suite AI assumes no liability or responsibility for monitoring or confirming Your compliance or informing You of non-compliance.

 

SECTION 9. NO GUARANTEE

Agent Suite AI does not promise, guarantee, or warrant Your business success, income, or sales. You understand, acknowledge, and agree that Agent Suite AI will not at any time provide sales leads or referrals to You. You understand and agree further that neither Agent Suite AI nor the Program is a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.

 

SECTION 10. LIMITATION OF LIABILITY

Except where otherwise inapplicable or prohibited by law, in no event shall Agent Suite AI or any of its officers, directors, shareholders, employees, independent contractors, telecommunications providers, and/or agents be liable for any indirect, special, incidental, exemplary, consequential, punitive, or any other damages, fees, costs or claims arising from or related to this Agreement, the Services, the Program, Recommendations, your or a third party’s use or attempted use of the Services or any software, service, or product, regardless of whether Agent Suite AI has had notice of the possibility of such damages, fees, costs, or claims. This includes, without limitation, any loss of use, loss of profits, loss of data, loss of goodwill, cost of procurement of substitute services or products, or any other indirect, special, incidental, punitive, consequential, or other damages. this applies regardless of the manner in which damages are allegedly caused, and on any theory of liability, whether for breach of contract, tort (including negligence and strict liability), warranty, or otherwise. In no event shall Agent Suite AI's
liability to you or your business exceed the amount of three (3) times the payments paid by you to Agent Suite AI for the month preceding the date in which the facts giving rise to a claim against Agent Suite AI occurred or one-thousand five-hundred dollars ($1500), whichever is less, subject to applicable law, the remedies set forth above are your sole and exclusive remedies for Agent Suite AI’s entire obligation and liability, for any breach of our limited warranty. Subject to applicable law, under no circumstances will Agent Suite AI’s obligation or liability hereunder exceed the limited liability amount stated in this section. However, this shall not prevent Agent Suite AI from seeking any and all remedies available to it in law or equity.

 

SECTION 11. DISPUTE RESOLUTION, CLASS ACTION WAIVER, & GOVERNING LAW

You agree that all matters relating to the Program, including all disputes, will be governed by the laws of the United States and by the laws of the State of Texas without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Austin, Texas, and waive any objection to such jurisdiction or venue. The preceding provision regarding venue does not apply
if you are a consumer based in the European Union. If you are a consumer based in the European Union, you may make a claim in the courts of the country where you reside. Any claim under this Agreement must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Claims made under the separate terms and conditions may not be subject to this limitation. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between Agent Suite AI and you arising out of or in connection with the Program, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

 

YOU AND WE AGREE THAT ANY DISPUTE THAT CANNOT BE RESOLVED THROUGH THE PROCEDURES SET FORTH ABOVE WILL BE RESOLVED ON AN INDIVIDUAL BASIS. CLASS ACTIONS AND CLASS ARBITRATIONS ARE NOT ALLOWED. YOU MAY BRING A CLAIM ONLY ON BEHALF OF YOURSELF AND CANNOT SEEK RELIEF THAT WOULD AFFECT OTHER USERS OF OUR SERVICES OR THE PROGRAM.

 

SECTION 12. INDEMNITY

You agree to protect, defend, indemnify and hold harmless Agent Suite AI, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with (1) use of or reliance on information or data supplied or to be supplied by You, (2) any alleged or actual Default/Breach of this Agreement by You, (3) the use or possession of any Agent Suite AI property, including, without limitation, any Agent Suite AI IP or Agent Suite AI Materials, (4) any negligence, gross negligence or willful misconduct by or on behalf of You or those working on your behalf, (5) your use and/or modification of any of the Services, including Partner Links, in connection with this Agreement; and (6) any materials you create or campaigns you run in connection with the Program. Agent Suite AI reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of any claim. You will not in any event settle any claim without the prior written consent of Agent Suite AI.

 

SECTION 13. SEVERABILITY

In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement, as so modified, shall continue in full force and effect.

 

SECTION 14. JUDICIAL ACTION FOR PROVISIONAL RELIEF

The parties hereby agree and acknowledge that any breach or threatened breach of this Agreement will result in irreparable harm to Agent Suite AI for which there will be no adequate remedy at law. In addition to other remedies provided by law or at equity, in such event Agent Suite AI shall be entitled to seek injunctive relief, without the necessity of posting a bond and without having to establish actual damages resulting from a breach, to prevent any further breach of this Agreement by Partner or those working on its behalf.

 

SECTION 15. COMPLAINT NOTIFICATION

Partner must notify Agent Suite AI of any complaint received by Partner regarding any content disseminated hereunder within twenty-four (24) hours of receiving such complaint. Notice should be sent to the Agent Suite AI Support Team at [email protected] or through the web at https://www.agentsuite.ai/contact-us.

 

SECTION 16. FORCE MAJEURE

No party will be liable for nonperformance of any of its obligations under the agreement if its nonperformance was due to a Force Majeure Event as defined in of this Section if reasonable notice and good faith efforts to find a reasonable solution are provided. “Force Majeure Event” shall mean any act of God; war; riot; civil strife; act of terrorism, domestic or foreign; embargo; governmental rule, regulation or decree; flood, fire, hurricane, tornado, or other casualty; earthquake; strike, lockout, or other labor disturbance; the unavailability of labor or materials to the extent beyond the control of the party affected; pandemics, epidemics, local disease outbreaks, public health emergencies, and quarantines; or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing. Upon occurrence of a Force Majeure Event, the non-performing party shall, in a timely manner, notify the other party that a Force Majeure Event has occurred, its anticipated effect on performance.

 

SECTION 17. CONFIDENTIALITY AND PRIVACY

“Confidential Information” means any non-public business, technical, financial or other proprietary information you may receive from us during the term of this Program, including without limitation any brand guidelines, data, personal information of Customers or Prospects that Agent Suite AI provides to you for the purpose of fulfilling your obligations under the Program or under a separate agreement for services (“Personal Information”), or the terms of this Agreement. You agree to hold our Confidential Information in strict confidence and not disclose it to any third party or use such Confidential Information for any purpose other than as expressly allowed here. Confidential Information will not include: (a) information that is or becomes publicly available through no fault of yours, (b) was in your possession or known by you without restriction prior to receipt from us, (c) was rightfully disclosed to you by a third party without restriction, or (d) was independently developed by you without use of any of our Confidential Information. You may disclose our Confidential Information where required by law or court order; provided, that to the extent legally permissible, you shall promptly notify us so that we may try to limit disclosure and obtain confidential treatment or a protective order for our Confidential Information. With regards to Personal Information, you represent and warrant that you will treat Personal Information in accordance with all applicable Laws/Terms and in compliance with applicable privacy policies. You also represent and warrant that you will maintain and make your own privacy policy available to Customers or Prospects with whom you interact as part of the Program or services you provide to Agent Suite AI under separate agreement. Additionally, you represent and warrant that you will not share or sell any Confidential or Personal Information to third parties, regardless of whether that third party is under an obligation of confidentiality, without Agent Suite AI’s express written consent.

 

SECTION 17. LIABILITY FOR ANY THIRD-PARTY SERVICES

We are not responsible for the content or services of any third party, and we make no representations regarding the content or accuracy of any third-party services or materials.

EXHIBIT A

Agent Suite AI Partner Guidelines


Partner represents, warrants and agrees to comply with the following rules on Agent Suite AI’s behalf:

  1. Partner must make their material connections to Agent Suite AI (and/or its brands, products, services, as applicable) known to viewers of their content. Including disclosure Requirements and all applicable law and industry guidance, including, without limitation, the Federal Trade Commission’s (FTC) Guides Concerning the Use of Endorsements and Testimonials in Advertising and the FTC’s business guidance, “Endorsement Guides: What People are Asking.”

  1. Partner must have a minimum of 10 (ten) Clients on a monthly Subscription to be eligible for Commissions and to be in the Partner Program.

  1. Partner must use their Partner link or send an email to [email protected] prior to having a prospect sign up for the free trial.

  1. Partner will be provided a Portal (their Partner Portal) which will allow the Partner to monitor their Leads, Customers, and Commissions. This portal should be use to confirm that Prospects are properly credited to the Partner once they have signed up and made their first payment.

  1. Partner should be the first point of contact for troubleshooting for their Clients and direct them to the appropriate resource:

    (i) The first resource the Client should use to find a solution is the Training Courses link located in the Agent Suite.ai Navigation Pane.

    (ii) The second resources the Client should use to find a solution is the Knowlegebase link located in the Agent Suite.ai Navigation pane.

    (iii) The second resource the Client should use to find a solution is the 24/7 Live Support widget located at the bottom right corner of the Agent Suite.ai Platform.

(iiii) The fourth resource the Client should use to find a solution is to attend the Live Weekly Q&A Sessions hosted by Agent Suite.ai Staff and structured to provide live help to individuals by solving their problems and answering their questions live. This provides an opportunity for each user to learn intermediate and advanced features by watching others get the solution to their questions.

EXHIBIT B

CODE OF CONDUCT


1. Partner shall comply with the provisions of any applicable Agent Suite AI policy and Agent Suite AI instructions provided to Partner. This includes immediate compliance with Agent Suite AI’s requests for removal of certain content, statements, materials, or anything other collateral posted or distributed by Partner.

2. Any claims Partner makes about Agent Suite AI or Agent Suite AI’s products or services shall reflect Partner's honest and truthful opinions. If Partner’s positive opinion(s) about Agent Suite AI or Agent Suite AI’s products or services should change during participation in the Program so that Partner no longer can truthfully endorse Agent Suite AI, Partner shall immediately advise Agent Suite AI and Agent Suite AI shall have the right to terminate the Agreement.

3. Any materials published by Partner represents fair, accurate, typical and truthful depictions of what is represented, be typical of what the average consumer can expect to achieve and clearly and conspicuously disclose generally expected results.

4. Partner is expressly prohibited from making any express or implied claims that Agent Suite AI is or provides a business opportunity, franchise opportunity, a “business-in-a-box,” or an assisted marketing plan. 

5. Partner may not make, publish or communicate any claims or statements that expressly or impliedly guarantee that Prospect will make money by using Agent Suite AI or by becoming an Partner. 

6. Partner must correct any statement that later becomes inaccurate.

7. Partner may not make deceptive or misleading claims, or claims that are not substantiated (i.e., adequate proof must exist to back up the claim).

8. If Partner chooses to comment on Agent Suite AI competitors or their product(s), it must be made clear such comment is not on behalf of or as a representative of Agent Suite AI, and such comment cannot be construed as defamatory, misleading or deceptive, unfair or unsubstantiated.

9. Partner may not engage in defamation, slander, or libel regarding Agent Suite AI, Agent Suite AI employees, Agent Suite AI Partners, or other parties associated with Agent Suite AI. 

10. Partner may not engage in any communication or disseminate content that is unlawful, harassing, or abusive.

11. Partner may not disseminate any content that is protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless Partner owns or controls all rights in the content and all elements of the content or has received all necessary consents. For example, Partner may not post photos or video content without written permission from the person who owns the photo or video as well as any persons (other than Partner) depicted in the photo or video, and Partner may not use music or sounds that are not cleared for use commercially and as contemplated by this Agreement.

12. Partner may not disseminate any materials that contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.

13. Partner may not use software or technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of Partner payments from another website, including toolbars, browser plug-ins, extensions, and add-ons.

14. Partner may not impersonate Agent Suite AI or Agent Suite AI employees, or otherwise imply that Partner has the authority to bind or represent Agent Suite AI.

15. Partner will only use their Partner Link without manipulation. 

16. Partner will not share their Partner Link with any other Partner.

17. Partner may not incite, advocate, or express hatred, ethnic slurs, bigotry, racism, or gratuitous violence.

18. Partner may not disseminate pornography, vulgarity, profanity, obscenity, or use other offensive language or content, nor depict nudity or sexually explicit content.

19. Partner may not promote excessive or irresponsible consumption of alcohol beverages or promote any illegal or abusive drug use.

20. Partner may not misrepresent the source of anything in their posted content, including by impersonating another individual or entity.

21. Partner may not use content that contains advertising for Partner or third parties (including, without limitation, money making schemes, discount cards, credit counseling, online surveys). 

22. Partner may run paid advertising campaigns hereunder as long as you comply with Laws/Terms.

23. Partner may not engage in any unlawful or deceptive actions with respect to search engine optimization.

24. Partner shall not offer monetary incentives, such as rewards points, cash, or prizes to Prospects in return for their response to an advertisement.

25. Partner shall not run any contests or offer any prizes to Prospects or Customers without the prior written approval of Agent Suite AI, and all such contests and prizes must be administered in compliance with all laws and regulations that government contests and sweepstakes.

26. Partner may not “self-refer,” meaning that only transactions by other persons using your Partner Link will result in Commissions.

27. Partner may not engage in deceptive, manipulative or fraudulent behaviors (whether done independently, in coordination with a Prospect, or another Partner) or otherwise engage in conduct that, in Agent Suite AI’s sole discretion, is abusive of or outside the spirit of the Program in order to acquire additional Commissions.

28. Partner will not in any way copy, resemble, or mirror the look and feel of Agent Suite AI’s Website nor use any means to create the impression that your content is Agent Suite AI’s, including by framing Agent Suite AI’s website in any manner.

29. Partner may not engage in cookie stuffing or include pop-ups or false or misleading links. 

30. Partner will not attempt to mask the referring URL information (i.e., the page from where the click is originating).

31. Partner will not send unsolicited bulk-emails, text spam, form spam, social media spam or any other form of communication to which Prospects or others have not consented. 

32. Partner agrees to comply with all laws and regulations applicable to the sending of any email communications, including the CAN-SPAM Acts, privacy laws, and data security standards consistent with the industry, and shall indemnify Agent Suite AI for any claims resulting from failure to do so. E-mails must be sent on Partner’s behalf and must not state or imply that they are being sent on behalf of Agent Suite AI. Partner shall be the “designated sender” of any emails Partner sends that include Agent Suite AI links, scrub the prospective list of recipients against applicable do-not-email lists, include a functioning opt-out mechanism in all such emails, and honor all opt-outs. 

33. Partner agrees to comply with all laws and regulations applicable to the sending of any text communications, including the TCPA and related state laws, privacy laws, and data security standards consistent with the industry, and shall indemnify Agent Suite AI for any claims resulting from failure to do so. Texts must be sent on Partner's behalf and must not state or imply that they are being sent on behalf of Agent Suite AI. Partner must not text any third party without prior written consent, and you must honor all opt-outs.

34. Partner agrees to comply with all privacy laws and regulations when collecting Personal Information of Prospects and Customers. Partner agrees to comply with Agent Suite AI’s Privacy Policy in its treatment of Personal Information, and Partner agrees to implement and post its own Privacy Policy.

35. Partner agrees to comply with export and sanctions laws and regulations when engaging Prospects and Customers, and Partner shall not attempt to enable any Sales to Sanctioned Parties or people in Sanctioned Countries without Agent Suite AI’s prior written approval. 

36. Partner will not create advertisements that appear on (a) sites and apps that contain or reference categories adult content, pornography, weapons, graphic violence (including any violent video game images), alcohol, drugs, tragedy, transportation accidents, sensitive social issues, gambling, or content that is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), or solicitous of any unlawful or offensive behavior; or (b) ads that appear on fake news content.

37. Partner will not use any images, text, or other content provided to you by Agent Suite AI except as authorized by Agent Suite AI in advance in writing and may not modify the graphic image or text in any way. All of our rights in the images and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. 

38. Partner will not offer discounts, coupons, free trials, promo codes, or any other promotional offer that is not expressly authorized by Agent Suite AI in writing. Agent Suite AI may, on a case-by-case basis, offer you access to discounts, coupons, free trials, promo codes, or other promotional offer, and you agree to comply with all terms and limitations that Agent Suite AI establishes in connection with such promotional offers as well as all Laws/Terms. 

39. Unless otherwise agreed upon in writing by Agent Suite AI, Partner may not promote through a sub-affiliate network.

40. Partner may not provide or create links to external sites that violate this Code of Conduct.

41. The maintenance and the updating of your content, accounts, and sites will be your responsibility, but we may monitor the foregoing and you agree to honor any of our requested changes provided they relate to the Program.

The Future of Insurance Agency Management

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Features

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Smart Inbox Suite

Desktop and Mobile App

Sales Management

Lead Capturing

Lead Nurturing

Integrated Calendars

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SMS Messaging

Team Training Portal
Insurance Website

Website & Funnel Builder

Online Review Generator

Reporting & Analytics

1-Year email Campaign

Form & Survey Builder

1-click email & texting

Payments & Invoicing

WebChat Widget

Powerdialer

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Team Training Portal

Integrated Calendars

Website & Funnel Builder

Form & Survey Builder

1-click Email & Texting

Reporting & Analytics

Email Marketing

Payments & Invoicing

Appointment Booking

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