Partner Agreement

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, 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).
• 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.

Section 3 — Pricing & Payment Terms

This Agreement supports two billing models. The model selected at signup governs the fee structure below.

Model A — Wholesale (Agency Bills Client):

1. Volume-Based Wholesale Pricing:
   • Starter (1–10 active sites): $249 per site per month
   • Growth (11–25 active sites): $199 per site per month
   • Scale (26+ active sites): $149 per site per month
   Tier pricing is retroactive: when Agency crosses a tier threshold, the lower rate applies to all active sites, not just new ones. Includes all services listed in Section 2.
2. Agency Setup Fee: $249 one-time fee charged upon Agreement execution.
3. Per-Site Setup Fee: $49 one-time fee per submitted site. Covers WordPress/connector setup, schema configuration, initial scan, and first report delivery.
4. Processing Fee: A 2.9% credit card processing fee applies to all charges.
5. 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.
6. 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 pricing: Starter $299/mo, Professional $499/mo, Premium $799/mo.

Model B — Referral (Provider Bills Client):

1. How It Works: Provider bills the end Client directly at one of three retail plan rates: Starter ($299/mo), Professional ($499/mo), or Premium ($799/mo). Provider retains the applicable wholesale rate (per Agency's volume tier above) and pays Agency the difference as a monthly payout.
2. No Setup Fees: Agency pays no agency setup fee and no per-site setup fee under the Referral model.
3. Payout Schedule: Provider pays Agency by the 15th of each month for the prior month's active Client revenue.
4. Tier Advancement: Volume tiers apply to the Referral model identically. As Agency's total referred sites grow, the wholesale portion retained by Provider decreases, increasing Agency's payout per site.

Section 4 — Term & Termination

1. Initial Term: This Agreement has a minimum initial term of six (6) months from the Effective Date ("Initial Term"). During the Initial Term, neither Party may terminate without cause. AI search visibility improvements require sustained optimization over multiple months; the six-month minimum ensures sufficient time for the platform to deliver measurable results.
2. Renewal: After the Initial Term, this Agreement automatically converts to month-to-month and may be cancelled by either Party with thirty (30) days' written notice.
3. 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 notice period. Site cancellations during the Initial Term do not reduce the Initial Term obligation.
4. Agency Account Cancellation: After the Initial Term, Agency may terminate this Agreement with thirty (30) days' written notice. Outstanding fees remain due. The Agency Setup Fee (if applicable) 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. 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 and for twelve (12) months after termination.
3. Trademark License: Agency may use the ClickRadius name and trademarks solely in non-Client-facing contexts during the term.

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.
2. Initial Results: AI search visibility and citation improvements are typically observed within 30–60 days. Provider does not guarantee specific ranking positions, AI citation rates, or traffic outcomes.
3. Reporting: Monthly white-label performance reports delivered by the 5th business day of each month.
4. Platform Uptime: Provider commits to 99% platform uptime, excluding scheduled maintenance windows announced 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.