Partner Agreement Reference

CLICKRADIUS AGENCY PARTNER AGREEMENT

Between ClickRadius, LLC ("Provider") and [Agency Name] ("Agency")

Agreement Version: 3.0 · Effective Date: the date accepted through the ClickRadius partner application

Section 1 — Overview & Purpose

Provider operates an AI-driven website presence, content, monitoring, and optimization platform. Agency may offer the platform to its end clients ("Clients") under Agency's own brand. Agency owns the Client commercial relationship, sets and collects its Client price, and provides first-line Client support. Provider supplies the platform to Agency and does not bill, market to, or directly support Agency's Clients.

Section 2 — Services Included

• Score, Diagnosis, and Plan: Evidence-backed website and AI-visibility scoring, prioritized recommendations, progress tracking, and continuing reassessment.
• On-Site Optimization: Technical, content, structured-data, page, and internal-link work delivered automatically only through a verified capable connection and current authorization; otherwise delivered as an Agency-reviewable implementation package.
• Content Package: For one standard verified site, eight (8) authority-grade blog posts per monthly billing period; a fifty (50)-article Knowledge Foundation during the first sixty (60) days; and, after the foundation period, ten (10) new knowledge articles per monthly billing period. Approved authorship and credentials come from Agency or Client and are never invented by Provider.
• Owned and Off-Site Presence: Eligible connected social publishing and qualified off-site participation, subject to platform rules, available authorization, relevance, quality controls, and the approval or automation setting selected by Agency.
• Monitoring and Learning: Citation, answer-presence, website-effect, content, competitor, and regression evidence used to report completed work and select the next actions. Coverage depends on available data sources and connected services.
• White-Label Experience: Agency-branded Client portal, work review, approvals, evidence, and reports. Provider identity and confidential wholesale terms are not displayed to Clients.

Section 3 — Pricing & Payment Terms

1. Agency Account: There is no agency signup fee, agency setup fee, per-site setup fee, platform minimum, or free trial.
2. Score-Required Site Price: Every site must complete the ClickRadius Score before activation. The standard wholesale price is $200 per site per month. The server may adjust that price only for objectively larger recurring scope, such as page or template volume, locations, markets or languages, managed destinations, monitoring scope, included output capacity, or operational coordination. A low score, poor existing site, industry, Client wealth, or willingness to pay does not increase the price.
3. Acceptance Before Charge: Agency receives the final price, included scope, and explanation before activation and may correct inaccurate scope inputs and recompute. There is no manual quote or Provider approval wait.
4. Payment Method and Activation: Agency must maintain a tokenized payment method before its first Client-site activation. Accepting the disclosed price authorizes an immediate, idempotent charge for that site. The site activates only after payment is confirmed.
5. Renewal Billing: Each active site renews monthly on its own activation anniversary at its accepted price, subject to an expressly accepted later scope change. Provider supplies a receipt for each charge and a consolidated Agency statement.
6. Agency's Client Pricing: Agency independently sets, bills, and collects its Client price and keeps its margin. Provider's wholesale pricing is confidential and is not disclosed to Clients.

Section 4 — Term & Termination

1. No Account-Wide Minimum: This Agreement has no agency-account minimum term and requires no minimum number of Client sites.
2. Initial Site Term: Each activated Client site has its own four (4)-month initial term beginning on that site's activation date. Fees remain due through that site's initial term.
3. Site Renewal: After its initial term, each site continues month-to-month on its individual activation anniversary.
4. Site Cancellation: A cancellation requested during a site's initial term is scheduled for the end of that term. After the initial term, cancellation is effective at the next renewal date. Service continues through the paid period and partial months are not refunded, except for billing errors, duplicate charges, or failed activation requiring correction.
5. Agency Account Termination: Terminating the Agency account schedules every active site for its earliest eligible cancellation date and does not shorten a site commitment or erase an amount already due.
6. Offboarding: After a site's service ends, its portal enters a ninety (90)-day read-only offboarding period for evidence review, export, countdown, and restart. No new monitoring, generation, approval, deployment, or publication occurs in offboarding mode.

Section 5 — White-Label & Branding

1. Agency Branding: Client-facing portals, deliverables, reports, notices, and support context are presented under Agency's approved brand. Provider identity and confidential wholesale terms will not appear in those Client-facing surfaces.
2. Client Relationship: Agency is the merchant and support contact for its Clients. Provider will not market to, bill, or directly support an Agency Client.
3. Internal Use: Agency may use the ClickRadius name and materials only in its internal supplier relationship or where Provider gives written permission.

Section 6 — Delivery, Authorization & Results

1. Activation Inputs: Service begins after a valid Score, accepted price and scope, confirmed payment, required Client facts, and any authorization needed for the selected work.
2. Approval and Automation: Agency controls whether eligible website, content, social, and off-site work requires approval or may publish automatically. Automatic work still requires current authority, channel capability, policy checks, and a reversible or reviewable path where applicable.
3. Connection Limits: When direct connection is unavailable or Agency elects self-implementation, Provider supplies the work in the portal. Agency may mark it complete, and Provider will verify observable implementation where technically possible.
4. Evidence: Reports distinguish completed work, verified external effects, observed outcomes, pending work, and unavailable evidence. Provider does not represent a generated recommendation as a deployed change.
5. No Outcome Guarantee: Provider does not guarantee rankings, citations, traffic, leads, revenue, or a specific result date. Authority and citation development compound over time and depend partly on third-party systems outside Provider's control.

Section 7 — Agency Responsibilities

• Obtain and maintain authority from each Client to submit its information, connect its accounts, and authorize the work Agency selects.
• Provide accurate Client facts, authorship and credentials, website scope, and access information; review regulated, professional, or material claims before publication.
• Keep credentials secure, promptly revoke access no longer authorized, and notify Provider of suspected compromise.
• Pay accepted site charges, support and bill Clients, and represent the service and its results accurately without guarantees Provider has not made.
• Review exceptions, blocked work, evidence gaps, and changes requiring Agency or Client judgment.

Section 8 — Data, Confidentiality & Security

Each Party will use Client and confidential information only to perform this Agreement, protect it with reasonable administrative and technical safeguards, and comply with applicable privacy obligations for its role. Confidential information includes wholesale pricing, technology, credentials, Client information, and nonpublic business data. Agency will not submit data it lacks authority to provide. Confidentiality survives termination for two (2) years, while credential, personal-data, trade-secret, and legally retained records remain protected for as long as applicable.

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 its pre-existing intellectual property. Agency and its Clients retain their submitted facts, branding, and paid Client-specific deliverables. Provider retains the platform, software, models, methods, templates, and generalized improvements. Provider grants Agency a limited, non-exclusive, non-transferable right to use approved platform outputs to serve its Clients during the applicable service period.

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 applicable electronic-transactions law. Clicking "Accept" after reviewing the identified agreement version constitutes Agency's 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@clickradius.io.
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: An active site's accepted price will not change silently. A later price or material scope change requires evidence of changed recurring scope, advance explanation, and Agency's express acceptance for that site. Other material amendments require notice and acceptance as required by applicable law.
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.