Intempt Collective Agency Terms

1.1 What earns. You earn 30% of the platform usage of each org you are Partner of Record of. Platform usage means the metered usage lines on that org's invoices, and the Usage Commitment installment and overage lines of its Order Form.

1.2 How long. You earn on an org for as long as you are its Partner of Record. When you stop being its Partner of Record, you earn nothing new on it.

6.1 Application. To apply, visit intempt.com/partner, choose Run and book a partner call.

6.2 Ineligible Referrals. An org earns nothing if applicable law prohibits it, the org objects to the attribution, or the attribution was obtained through fraud.

7.1 Non-Exclusive. This Partner Agreement is non-exclusive. Both parties are free to work with other partners, agencies, and service providers.

7.2 Promotion. You may demonstrate and promote the Intempt platform to your prospects and clients. We may provide sales support, materials, and resources.

7.3 Client Onboarding. You are responsible for ensuring that each client agrees to the Intempt Customer Terms of Service. If you place an order on behalf of a client, you guarantee payment of all applicable fees.

7.4 Direct Engagement. Intempt reserves the right to engage directly with any client at any time.

10.1 Termination Without Cause. Either party may terminate this Partner Agreement for any reason without cause on fifteen (15) days' written notice, as under the Intempt Collective Terms.

10.2 Termination for Cause. Either party may terminate this Partner Agreement immediately upon written notice if the other party: (a) commits a material breach that remains uncured for thirty (30) days after written notice; (b) no longer meets the eligibility requirements of the Intempt Collective Terms; (c) fails to make a required payment within fifteen (15) days of written notice; (d) becomes insolvent or files for bankruptcy; or (e) breaches the Customer Terms of Service, confidentiality obligations, or intellectual property rights. Intempt may also terminate immediately if the partner engages in conduct that harms Intempt's reputation.

10.3 Effect of Termination. Termination of this Partner Agreement does not terminate any client's subscription with Intempt. On the termination date you stop being Partner of Record of every client, and nothing accrues after it. Revenue share that accrued before the termination date is still paid under the Intempt Collective Terms. Upon termination, you must remove all Intempt trademarks, brand assets, and program references from your materials.

11.1 Intellectual Property. No license to Intempt's intellectual property is granted under this Partner Agreement except as expressly stated herein. We retain all rights in our marks, content, and platform. Any feedback you provide is non-confidential and may be used by us without restriction.

11.2 Confidentiality. Both parties agree to maintain the confidentiality of the other party's confidential information. Either party may seek injunctive relief for breach of confidentiality obligations.

11.3 Your Indemnification of Intempt. You will indemnify and hold harmless Intempt from and against any third-party claims arising from your participation in the program, your breach of this Partner Agreement, your handling of prospect data, or your use of Intempt's trademarks.

11.4 Intempt's Indemnification of Partner. If the cumulative quarterly subscription value of clients attributed to you exceeds the threshold published at https://intempt.com/pricing, Intempt will indemnify you against third-party claims alleging that the Services infringe valid intellectual property rights or that Intempt breached its confidentiality obligations. Standard exceptions apply, including claims arising from your data, modifications, or out-of-scope use. THIS SECTION STATES OUR ENTIRE LIABILITY FOR INTELLECTUAL PROPERTY CLAIMS.

11.5 Disclaimer. THE INTEMPT PLATFORM AND THE AGENCY PARTNER PROGRAM ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND.

11.6 Limitation of Liability. INTEMPT'S TOTAL AGGREGATE LIABILITY UNDER THIS PARTNER AGREEMENT SHALL NOT EXCEED THE TOTAL REVENUE SHARE ACTUALLY EARNED BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11.7 Governing Law. This Partner Agreement shall be governed by the laws of the State of Delaware. The exclusive venue for any disputes shall be the state and federal courts located in New Castle County, Delaware.

11.8 Data Protection. The Intempt DPA applies to any personal data processed in connection with this Partner Agreement.

11.9 Assignment. You may not assign this Partner Agreement without our prior written consent. We may assign this Partner Agreement to any Affiliate or successor entity.

11.10 Survival. The following provisions shall survive any termination of this Partner Agreement: Revenue Share and Payment (to the extent of accrued obligations), Intellectual Property, Confidentiality, Termination Effects, Indemnification, Limitation of Liability, Non-Solicitation, and General.

11.11 Authority. Each party represents and warrants that it has the full power and authority to enter into this Partner Agreement.

11.12 Entire Agreement. This Partner Agreement, together with any referenced documents, constitutes the entire agreement between the parties with respect to the subject matter hereof. The English-language version of this agreement shall control in the event of any translation.

11.13 Taxes. You are solely responsible for all taxes arising from your revenue share earnings. You must provide the tax information we reasonably require before your first payout. VAT or GST invoices, if applicable, should be submitted quarterly to hey@intempt.com. Payments may be withheld if required tax documentation is not completed within six (6) months.