Partner Program Agreement

This Agreement is between Cyborg Marketing LLC (“Cyborg,” “we,” “our,” or “us”) and the agency or operator approved as a partner (“Partner,” “you,” or “your”).

The partner program has three components.

Program fee. A monthly fee paid by the Partner to Cyborg for access to the Cyborg AI engine, the partner support resources, and the white-label license to use the Cyborg AI under the Partner’s brand. The program fee is invoiced monthly in advance.

Per-client fees. A monthly per-client fee for each end client the Partner runs through the Cyborg engine. Invoiced monthly based on the active client list.

Token usage. AI model usage by the Partner’s end clients is billed through at cost or at a small markup, as set out in your order form. Token usage is metered, reported monthly, and invoiced separately from the program and per-client fees.

Specific pricing for each component is set in the order form signed at the start of the partnership. Pricing may be revised on a forward basis with at least sixty (60) days’ notice.

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Cyborg AI engine and the accompanying partner toolset under your own brand for the purpose of delivering services to your end clients. The license is limited to the scope, territory, and term set out in your order form.

You may not:

• Resell or sublicense the Cyborg AI engine to another agency, reseller, or partner without our prior written consent.
• Reverse engineer, decompile, or extract the prompts, training data, model weights, or proprietary configurations behind the Cyborg AI engine.
• Use the engine to compete with Cyborg directly, build a competing AI marketing product, or develop a substitute that incorporates our IP.
• Represent the Cyborg engine as your own original AI development to investors, acquirers, or in any other context where the truthful provenance is material.

You hold the contract with your end client. We do not contact, solicit, or contract directly with your end clients during the term of this Agreement, except to provide technical support requested by you or to enforce our rights. You are responsible for billing, account management, deliverables, and all client-facing communication.

We may, with your prior written approval, be introduced to your end client for joint strategy work, escalation, or high-touch support. Any such introduction does not change the underlying ownership of the client relationship, which remains with you.

On termination of this Agreement (see the Termination section below), the post-termination treatment of shared clients is set out in your order form.

You may operate the Cyborg engine under your own brand name for your end clients. You may not, however, publicly represent your service as a Cyborg product, use the Cyborg name or marks in your client-facing collateral, or imply that Cyborg is endorsing your agency.

You may state internally and to prospects that you are a Cyborg partner. You may use the Cyborg partner badge (if provided in your partner asset kit) on your agency website and proposals. You may not use the Cyborg name in your domain, social handles, email addresses, or invoice line-items.

All fees under this Agreement are payable in advance. The Partner enrolls in auto-pay at the start of the engagement and authorizes Cyborg to charge the Partner’s payment method on file:

• Program fee: charged monthly in advance on the engagement anniversary date for the upcoming month of access.
• Per-client fees: charged at the time a new end client is added to the Partner’s active roster (pay from day one) and monthly in advance on the anniversary date thereafter for the upcoming month.
• Token usage: charged in advance against a prepaid token credit balance. Cyborg auto-tops the balance when consumption draws it down to a defined threshold, on the same payment method.

There are no net payment terms. Failure of an auto-charge attempt suspends the Partner’s access to the Cyborg engine until the charge succeeds. Repeated failures (more than three consecutive failed attempts) terminate this Agreement.

You are responsible for any taxes owed on amounts paid to Cyborg under this Agreement, other than taxes on Cyborg’s net income.

Each party will receive information about the other’s business, pricing, customers, technology, and methodology that is confidential. Confidential information may be used only to perform under this Agreement and must not be disclosed to any third party (other than the receiving party’s employees, contractors, and advisors bound by confidentiality obligations at least as protective as these) without the disclosing party’s prior written consent. Confidentiality obligations survive termination of this Agreement for five (5) years.

Cyborg retains all right, title, and interest in the Cyborg AI engine, the underlying prompts, training data, model configurations, methodology, and any tools or improvements we develop independently or in the course of operating the program. You retain all right, title, and interest in your end client’s data, your agency’s brand, and any client-facing assets you produce.

Output generated by the Cyborg engine for a specific end client is owned by that end client (you may license it to them on whatever terms your agency normally uses).

We warrant that the Cyborg AI engine will perform substantially as described in the documentation provided to you on partner approval. Our sole obligation for breach of this warranty is to use commercially reasonable efforts to correct the defect or, if we cannot, to refund the program fee paid for the affected period.

Except as stated above, the Cyborg engine and all accompanying materials are provided on an “as is” basis. We disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no representation that any specific marketing result will be achieved by you or your end clients.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, data, business, or goodwill, arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages.

Each party’s total cumulative liability under this Agreement is limited to the fees paid by Partner to Cyborg in the twelve (12) months immediately preceding the event giving rise to the claim. The limitations do not apply to (a) breaches of confidentiality, (b) infringement of the other party’s intellectual property, or (c) either party’s indemnification obligations.

You will indemnify Cyborg from claims arising out of your end-client services, your representations to end clients, your use of the Cyborg engine outside the scope of the license, or your breach of this Agreement.

We will indemnify you from claims that the Cyborg engine, as delivered, infringes a third party’s U.S. intellectual property right.

This Agreement begins on the effective date in your order form and continues for the initial term set out there. After the initial term, the Agreement renews on a month-to-month basis unless either party provides at least thirty (30) days’ written notice of non-renewal.

Either party may terminate this Agreement for material breach if the breach is not cured within thirty (30) days after written notice. We may terminate immediately for non-payment more than thirty (30) days past due, breach of the white-label license restrictions, or any conduct that materially damages the Cyborg brand or business.

On termination, your right to use the Cyborg engine and marks ends immediately. We will work in good faith with you to transition shared end-client work in accordance with the post-termination handling set out in your order form.

We may update this Agreement (excluding pricing, which is set in your order form) from time to time. Updates take effect sixty (60) days after notice is sent to the partner contact on file. Your continued participation after the effective date constitutes acceptance.

We reserve the right to modify the program terms, commission structures, and payout tiers at any time, with notice to active partners. Such changes are forward-looking and do not affect fees already invoiced under an existing order form.

This Agreement is governed by the laws of the State of Idaho. Any dispute will be resolved in the state or federal courts located in Ada County, Idaho.

Questions about this Agreement can be sent to legal@cyborg.marketing, or by mail to Cyborg Marketing LLC, 784 S. Clearwater Loop, STE B, Post Falls, ID 83854, USA.