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CLICKRADIUS AGENCY PARTNER AGREEMENT

Between Total AI Marketing, LLC ("Provider") and [Agency Name] ("Agency")

Effective Date: [Date]

Section 1 — Overview & Purpose

Provider operates the ClickRadius platform, an AI search visibility and search engine optimization SaaS that delivers automated website analysis, AI readiness scoring, schema markup deployment, content generation, and citation monitoring across major AI engines (ChatGPT, Claude, Gemini, Perplexity). Under this Agreement, Provider will fulfill ClickRadius services for Agency's end clients ("Clients") under Agency's own brand. Agency is responsible for all Client relationships, sales, and support. Provider handles all platform fulfillment.

Section 2 — Services Included

• Six-Category AI Readiness Score — Comprehensive automated scoring across Schema Markup, Meta Tags, Content Quality, AI Readiness, Technical SEO, and Security Headers, with weekly re-scans and regression detection.
• Auto-Fix Engine — AI-generated fixes for meta descriptions, title tags, alt text, internal links, and schema markup, deployed automatically via WordPress REST API, JavaScript snippet, or Cloudflare Worker.
• Industry-Specific Schema Generation — 14 pre-built JSON-LD templates (dental, legal, medical, restaurant, home services, automotive, real estate, fitness, veterinary, accounting, technology, education, salon, general), automatically deployed to Client websites.
• GEO Content Engine — AI-generated articles optimized for Generative Engine Optimization with closed-loop quality verification and multi-model fact-checking. 8 articles/month (Standard) or 15 articles/month (Premium add-on).
• Multi-Engine Citation Monitoring — Weekly tracking of brand mentions and URL citations across ChatGPT, Claude, Gemini, and Perplexity, with sentiment classification and confidence scoring.
• Competitor Analysis — 5 competitors tracked (Standard) or 10 competitors (Premium), with side-by-side AI readiness benchmarking.
• White-Label Dashboard & Reports — Full Client-facing reporting under Agency's brand. Monthly PDF reports automatically generated.
• Continuous Health Monitoring — Automated weekly re-scans with alert-driven regression detection and email notifications for score drops or schema breakage.

Section 3 — Pricing & Payment Terms

1. Per-Site Monthly Fee (Standard): $200 per site per month. Includes all services listed in Section 2 at Standard tier feature set (8 articles/month, 5 competitors).
2. Premium Add-On (Optional): +$100 per site per month for Premium tier (15 articles/month, 10 competitors, dedicated Customer Success Manager, quarterly business review).
3. Reseller Account Setup Fee: $249 one-time fee charged upon Agreement execution. Covers white-label configuration, agency portal provisioning, and onboarding session.
4. Per-Site Setup Fee: $49 one-time fee per submitted site. Covers WordPress/connector setup, schema configuration, initial scan, and first report delivery.
5. Processing Fee: A 2.9% credit card processing fee applies to all charges.
6. Payment Terms: Net 15. Invoices are due within fifteen (15) days of the invoice date. Late payments may incur a 1.5% monthly finance charge.
7. Agency Pricing: Agency sets its own retail pricing to Clients. Provider's wholesale pricing is confidential and shall not be disclosed to Clients. Suggested retail price: $399/site/month to align with ClickRadius direct retail Professional tier.
8. Volume Tiers: None. Per-site rate is flat regardless of Agency size. Strategic co-marketing (5–10% of net revenue contributed back as marketing co-funding) is available for Agencies maintaining 100+ active sites for a continuous 90-day period, subject to mutual agreement.

Section 4 — Term & Termination

1. Term: Month-to-month per Client site, beginning on the activation date of each site. No minimum term commitment.
2. Cancellation of Individual Sites: Either Party may cancel any Client's services with thirty (30) days' written notice. Agency remains responsible for fees through the end of the notice period.
3. Reseller Account Cancellation: Agency may terminate this Agreement with thirty (30) days' written notice. Outstanding fees through the cancellation effective date remain due. The $249 Reseller Setup Fee is non-refundable.

Section 5 — White-Label & Branding

1. Agency Branding: All client-facing deliverables, reports, and dashboards will be presented under Agency's brand unless Agency requests otherwise. Provider's name (Total AI Marketing) and the ClickRadius platform brand will not appear in any Client-facing materials.
2. Non-Solicitation: Agency shall not attempt to replicate the ClickRadius platform or directly contract for the platform's underlying technology, algorithms, or methodologies during the term of this Agreement and for twelve (12) months after termination.
3. Trademark License: Agency may use the ClickRadius name and trademarks solely in non-Client-facing contexts (e.g., internal documentation) during the term of this Agreement.

Section 6 — Service Levels & Delivery

1. Activation: Provider will activate services within five (5) business days of receiving complete Client information, including website URL, industry, and any required platform credentials (e.g., WordPress REST API access for auto-fix deployment).
2. Initial Results: AI search visibility and citation improvements are typically observed within 30–60 days following deployment of recommended fixes. Provider does not guarantee specific ranking positions, AI citation rates, or traffic outcomes, as these are subject to AI engine algorithm changes beyond Provider's control.
3. Reporting: Monthly white-label performance reports delivered by the 5th business day of each month, including AI Readiness Score breakdown, deployed fixes summary, citation tracking results, and competitor benchmarking.
4. Platform Uptime: Provider commits to 99% platform uptime, excluding scheduled maintenance windows announced at least 48 hours in advance.

Section 7 — Agency Responsibilities

• Provide accurate Client information including website URL, industry, target keywords, and any necessary access credentials (e.g., WordPress admin or REST API credentials for auto-fix deployment).
• Ensure timely payment of all invoices.
• Represent the services professionally and accurately to Clients.
• Not make guarantees to Clients about specific ranking positions, AI citation rates, or traffic outcomes.
• Maintain communication with Provider regarding Client onboarding, technical issues, and performance feedback.

Section 8 — Confidentiality

Both Parties agree to keep confidential all proprietary information disclosed under this Agreement, including but not limited to: wholesale pricing, technology methodologies, client lists, and business strategies. This obligation survives termination for a period of two (2) years.

Section 9 — Limitation of Liability

Provider's total aggregate liability under this Agreement shall not exceed the total fees paid by Agency in the six (6) months immediately preceding the event giving rise to the claim. Provider does not guarantee specific search engine rankings, AI citation rates, or traffic outcomes, as these are subject to AI engine algorithm changes and search engine ranking factors beyond Provider's control.

Section 10 — Intellectual Property

Each Party retains all rights to its own intellectual property. Provider grants Agency a non-exclusive, non-transferable license to use the ClickRadius name and materials solely for the purpose of marketing and reselling services under this Agreement. This license terminates upon termination of this Agreement.

Section 11 — Indemnification

1. Agency Indemnification: Agency shall indemnify, defend, and hold harmless Provider from any claims arising from Agency's misrepresentation of services to Clients, Agency's breach of this Agreement, or Agency's violation of applicable laws.
2. Provider Indemnification: Provider shall indemnify, defend, and hold harmless Agency from any claims arising from Provider's negligence in service delivery, Provider's breach of this Agreement, or intellectual property infringement related to the ClickRadius platform.

Section 12 — Consent to Electronic Transactions

1. Electronic Signatures: Both Parties agree that this Agreement may be executed electronically in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA). Clicking "Accept" and confirming via email constitutes a legally binding electronic signature.
2. Consent to Electronic Records: Both Parties consent to receive all communications, agreements, notices, and disclosures electronically.
3. Record Retention: Provider shall maintain a complete electronic record of this Agreement, including the date and time of acceptance, the IP address, and the version of terms accepted. Agency may request a paper or PDF copy at any time by emailing info@totalaimarketing.com.
4. Withdrawal of Consent: Agency may withdraw consent to electronic transactions by providing written notice. Withdrawal does not affect the validity of any Agreement previously executed electronically.

Section 13 — General Provisions

1. Governing Law: This Agreement shall be governed by the laws of the State of Arizona.
2. Dispute Resolution: Any dispute shall first be subject to good-faith negotiation for 30 days, followed by binding arbitration in Maricopa County, Arizona.
3. Entire Agreement: This document constitutes the entire agreement between the Parties.
4. Amendments: Provider may update pricing with 60 days' written notice. All other amendments require mutual written agreement.
5. Assignment: Neither Party may assign without written consent, except in merger or acquisition.
6. Severability: Invalid provisions do not affect remaining terms.
7. Force Majeure: Neither Party shall be liable for delays beyond reasonable control.