Agency Partner Program

3.1 Client Subscription. You will earn a revenue share of the referred client's gross monthly subscription fees at the rate published at https://intempt.com/pricing, for as long as you are actively servicing the client.

3.2 IntemptVIP Delivery. If you deliver an IntemptVIP engagement on behalf of a client, you will earn a revenue share of the then-current IntemptVIP fee at the rate published at https://intempt.com/pricing during the active ninety (90) day program.

3.3 No Per-Customer Cap. Unlike the referral and affiliate programs, there is no per-customer cap on agency partner earnings. You continue to earn for as long as you are actively servicing the client.

5.1 Definition. "Active servicing" means that you have a current, signed engagement with the client under which you are providing ongoing services.

5.2 Verification. We may request proof of your active engagement with any client at any time. If your engagement with a client ends or lapses, your revenue share for that client will stop at the end of the month in which the engagement ends.

5.3 Reactivation. If you re-engage a client under a new signed agreement, your revenue share will restart from the month in which the new engagement begins.

6.1 Application. To apply, visit intempt.com/agencies.

6.2 Requirements. You must have a signed client engagement, actively deliver services to the client, and comply with the terms of this Partner Agreement.

6.3 Prospect Registration. You must register prospective clients with Intempt before the deal closes.

6.4 Ineligible Referrals. A referral is ineligible if applicable law prohibits it, the client objects to the attribution, the referral was obtained through fraud, or there is no signed client engagement.

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 upon thirty (30) days' written notice.

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) fails to meet the minimum requirements of the program; (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. If we terminate without cause or you terminate for our uncured breach, we will pay earned revenue share on client payments confirmed within thirty (30) days of the termination date. If you terminate without cause or we terminate for your breach, revenue share ceases as of the termination date. 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, your use of any demo account, 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 Texas. The exclusive venue for any disputes shall be the state and federal courts located in Austin, Texas.

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 submit a completed W-8 or W-9 form through the partner portal. 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.