Partner Program Agreement Partner Program Agreement

1. Parties and Acceptance

This Partner Program Agreement (the "Agreement") is entered into between EA Creative LLC, a Florida limited liability company with principal place of business in Miami-Dade County, Florida, operating bySophia AI ("Company"), and the individual or entity submitting an application through https://partners.sophiavoiceai.com and accepting these terms electronically ("Partner"). Company and Partner are each a "Party" and together the "Parties".

Acceptance. Partner accepts this Agreement by (a) submitting the partner application, (b) checking the "I have read and agree to the Partner Program Agreement" checkbox, and (c) clicking "Submit Application" or equivalent. Partner's electronic signature, IP address, timestamp, and email address are recorded as evidence of acceptance under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. §§ 7001 et seq.) and the Florida Electronic Signature Act of 1996.

No Agreement Until Approval. Submission of an application does not create a partnership. Company has sole discretion to accept or reject applications. Partner status begins only when Company sends a written confirmation of acceptance (the "Approval Notice") and the Partner's status in Company's records is set to "active".

2. Definitions

• "Referred Customer" means a prospective customer of bySophia AI introduced to Company by Partner through a tracked referral link, unique referral code, or other attribution method approved by Company in writing.
• "Qualifying Sale" means a paid bySophia AI subscription (Setup Fee plus first month of Starter, Pro, or Enterprise plan) collected by Company from a Referred Customer, net of refunds, chargebacks, fraud, and tax.
• "Setup Fee" means the one-time onboarding fee charged by Company at the start of a new customer engagement.
• "MRR" means recurring monthly subscription revenue actually collected by Company from a Referred Customer, excluding usage overages, taxes, refunds, chargebacks, and credits.
• "Service" means the bySophia AI voice receptionist platform and any related services offered by Company.

3. Independent Contractor Relationship

3.1 No Employment, Partnership, Agency, or Equity. Partner is an independent contractor. Nothing in this Agreement creates:

• an employer-employee relationship,
• a legal partnership, joint venture, or franchise,
• a principal-agent relationship for any purpose,
• a member, manager, or equity interest of any kind in EA Creative LLC, bySophia AI, or any affiliated brand (Cardzy, EA Creative Studio, EA Creative Agency, EA Creative Audio).

3.2 No Authority to Bind. Partner has no authority to enter into contracts, make pricing commitments, modify the Service, or otherwise bind Company. Any representation by Partner outside the scope of this Agreement is made in Partner's personal capacity only.

3.3 Tax Status. Partner is solely responsible for all federal, state, and local taxes on compensation received under this Agreement, including self-employment tax. Company will not withhold taxes. Partner agrees to:

• Provide a complete IRS Form W-9 (U.S. persons) or W-8BEN / W-8BEN-E (non-U.S. persons) before any payment is made;
• Receive Form 1099-NEC at year-end if total payments exceed USD $600 (U.S. persons);
• Report all compensation on the appropriate tax return.

3.4 Spousal, Family, and Affiliate Acknowledgment. A Partner who is a spouse, family member, or otherwise affiliated with a member, manager, employee, or contractor of Company is subject to the same arm's-length terms as any other Partner. Compensation will not exceed the standard tier rates set out in Section 5 and is contingent on actual Qualifying Sales attributable to the Partner. The Partner expressly acknowledges that:

• (a) Partner has no ownership, equity, or membership interest in EA Creative LLC by virtue of this Agreement, marriage, kinship, or otherwise;
• (b) Compensation paid under this Agreement is not a salary, draw, or distribution but commission for documented referrals;
• (c) Partner waives any future claim that participation in this Partner Program created an implied ownership interest or partnership in Company.

3.5 No Benefits. Partner is not entitled to any employee benefits, including health insurance, retirement plans, workers' compensation, unemployment insurance, paid time off, or any other benefit offered to Company employees, if any.

4. Application, Onboarding, and Account

4.1 Eligibility. To be eligible Partner must:

• Be at least 18 years old;
• Have full legal capacity to enter into binding contracts in their jurisdiction;
• Not be located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, Crimea, Donetsk, Luhansk, or any other jurisdiction subject to OFAC sanctions);
• Not be a competitor of bySophia AI (any entity operating an AI voice receptionist, AI answering service, or comparable product targeting SMBs in the U.S.) unless expressly approved by Company in writing;
• Provide accurate and complete information in the application;
• Maintain an active and valid email address and contact phone number during the term.

4.2 Account Security. Partner is responsible for safeguarding the credentials of any Company-provided account (Clerk authentication, partner dashboard, tracking link generator). Partner agrees to notify Company immediately at info@sophiavoiceai.com of any unauthorized access.

4.3 Approval Discretion. Company may approve, reject, or revoke partner applications at any time, with or without cause, and without obligation to provide reasons. Application fees, if any, are non-refundable.

5. Compensation

5.1 Standard Commission Tier — "Starter".

• 30% of the Setup Fee collected from each Qualifying Sale;
• 20% of the MRR collected from each Referred Customer for the first twelve (12) consecutive months of the customer's active paid subscription.

Higher tiers may be offered at Company's sole discretion based on volume, quality, or strategic value of referrals, and will be documented in writing through the partner dashboard or by Approval Notice update.

5.2 Attribution Rules.

• A Qualifying Sale is attributed to a Partner when (a) the Referred Customer signs up using Partner's unique tracked link or referral code, or (b) Company confirms in writing that the lead originated from Partner.
• If multiple Partners can plausibly claim attribution for the same lead, last-touch tracked attribution applies; if no tracked touch exists, Company's good-faith decision is final.
• Attribution windows: a referral link is valid for ninety (90) days from the prospect's first click. After 90 days without conversion, attribution expires.

5.3 Payment Terms.

• Commissions accrue on the day Company actually collects payment from the Referred Customer, net of fees, refunds, chargebacks, and tax.
• Commissions are paid net 30 days after the end of the calendar month in which they accrue.
• Minimum payout threshold: USD $100. Balances below the threshold roll over until the threshold is met or the account is closed (in which case the balance is paid if greater than USD $25, or forfeited if less, after sixty (60) days of inactivity).
• Payment method: ACH (U.S.) or PayPal / Wise (international), at Company's choice. Partner is responsible for any third-party transfer fees.
• Currency: USD.

5.4 Clawbacks and Refunds.

• If a Referred Customer cancels, refunds, charges back, or is determined to be fraudulent within sixty (60) days of payment, the corresponding commission is reversed and deducted from future commissions or, if no future commissions are pending, invoiced to Partner with net 30 terms.
• MRR commissions accrue only for months actually paid. A pause, downgrade, or cancellation in any month means no MRR commission for that month.

5.5 Adjustments. Company may, with thirty (30) days' written notice (email is sufficient), modify commission rates, attribution rules, or payout terms for future Qualifying Sales. Changes do not retroactively affect commissions already accrued.

5.6 No Guarantee of Earnings. Partner acknowledges that referral-based income is variable, depends entirely on Partner's own efforts and customer fit, and that Company makes no representation or guarantee of any specific income level.

6. Partner Activities and Restrictions

6.1 Permitted Activities. Partner may:

• Refer prospective customers through Partner's website, blog, newsletter, social media, podcast, paid advertising (subject to Section 6.4), in-person events, or warm introductions;
• Use Company-provided marketing assets (logos, screenshots, copy snippets) within the Brand Guidelines provided in the partner dashboard;
• Identify publicly as a "bySophia AI Partner" or "Certified Partner" if approved at that tier.

6.2 Prohibited Activities. Partner shall not, and shall not authorize any third party to:

• (a) Send unsolicited commercial email ("spam") in violation of the CAN-SPAM Act of 2003 (15 U.S.C. §§ 7701 et seq.);
• (b) Send unsolicited text messages or place automated, prerecorded, or artificial-voice calls in violation of the Telephone Consumer Protection Act (TCPA, 47 U.S.C. § 227) or FCC rulings on AI-generated voice (including the FCC declaratory ruling of February 8, 2024 classifying AI-generated voice as artificial under the TCPA);
• (c) Engage in any form of cold outbound telemarketing to consumers without prior express written consent of the called party;
• (d) Misrepresent the Service, including its pricing, capabilities, regulatory status, or relationship with Company;
• (e) Represent themselves as an employee, member, officer, or agent of Company;
• (f) Bid on Company trademarks ("bySophia", "Sophia AI", "EA Creative", or confusingly similar terms) in paid search advertising;
• (g) Register domain names containing Company trademarks or confusingly similar marks;
• (h) Use the Service or referral assets in connection with content that is unlawful, defamatory, obscene, discriminatory, or harmful to minors;
• (i) Target individuals under 18 or content directed at children under 13 (COPPA);
• (j) Refer customers in regulated sectors expressly blocked by Company's intake policy (currently: licensed healthcare practices subject to HIPAA, mental health providers, pharmacy, dental practices handling PHI, law firms subject to UPL or attorney-client privilege restrictions, mortgage brokers, financial advisors regulated under FINRA/SEC, banks, investment firms, insurance carriers, and K-12 education entities subject to FERPA/COPPA) unless Company confirms in writing that such referrals are accepted at the time of submission;
• (k) Falsely claim affiliations, certifications, or partnerships that have not been granted in writing by Company.

6.3 Compliance Responsibility. If Partner engages in any outreach activity (email, SMS, voice, paid ads), Partner is solely responsible for full compliance with all applicable laws, including CAN-SPAM, TCPA, FCC rules, the Federal Trade Commission Act, state UDAP laws, GDPR / UK GDPR for EU/UK residents, CCPA / CPRA for California residents, and equivalent privacy and marketing laws in any other jurisdiction Partner reaches. Partner shall maintain records of consent and opt-outs and shall provide them to Company within five (5) business days of written request.

6.4 Paid Advertising. Paid search, paid social, and influencer campaigns are permitted only if they (a) comply with this Section 6, (b) clearly disclose Partner's role as an affiliate or sponsored partner per FTC Endorsement Guides, and (c) do not use prohibited keywords listed in Section 6.2(f).

6.5 No-SMS / No-Outbound from the Service. The Service is configured as an inbound-only AI receptionist. Partner shall not represent, market, or imply that the Service performs outbound calls, automated SMS, telemarketing campaigns, or similar functions.

7. Intellectual Property

7.1 Company IP. All intellectual property in the Service, including software, models, prompts, configurations, voice agents, designs, trademarks, trade names ("bySophia", "Sophia AI"), logos, marketing assets, training materials, and documentation, is and remains the exclusive property of Company and its licensors. Partner receives a limited, revocable, non-exclusive, non-transferable, royalty-free license to use Company's name, logo, and approved marketing assets solely for the purpose of marketing the Service in compliance with this Agreement. This license terminates immediately upon termination of this Agreement.

7.2 Partner-Created Content. Partner retains ownership of original content Partner creates about the Service (blog posts, videos, social posts, reviews), provided such content does not include Company's confidential information, proprietary screenshots of internal dashboards, or copy created by Company. Partner grants Company a perpetual, worldwide, royalty-free, sublicensable license to reproduce and display such content in Company's own marketing materials with attribution.

7.3 Feedback. Any suggestion, idea, or feedback Partner provides regarding the Service is deemed non-confidential, and Company may use it without restriction or compensation.

8. Confidentiality

8.1 Confidential Information. "Confidential Information" includes any non-public information Company designates as confidential or that a reasonable person would understand to be confidential, including customer lists, pricing not publicly listed, internal commission tiers, technical architecture details, business plans, and unreleased features.

8.2 Obligations. Partner shall:

• Not disclose Confidential Information to any third party;
• Use Confidential Information only to perform under this Agreement;
• Protect Confidential Information with at least the same degree of care Partner uses for its own confidential information, and no less than reasonable care.

8.3 Exceptions. Confidentiality obligations do not apply to information that (a) is or becomes publicly known through no fault of Partner, (b) was rightfully known prior to disclosure, (c) is rightfully received from a third party without confidentiality obligation, or (d) is required to be disclosed by law, in which case Partner shall give Company prompt notice and reasonable cooperation to seek a protective order.

8.4 Term. Confidentiality obligations survive termination of this Agreement for three (3) years, except for trade secrets which remain protected as long as they qualify as trade secrets under Florida law.

9. Data Protection

9.1 Lead Data. Information submitted by prospective customers through Partner's referral link is collected by Company in accordance with Company's Privacy Policy at sophiavoiceai.com/privacy. Partner shall not collect, store, or process prospective customer personal data outside the channels authorized by Company.

9.2 Partner Personal Data. Partner consents to Company processing Partner's own personal data (name, email, phone, tax ID, payment details) to administer this Agreement, comply with tax reporting, and process payments. Such processing is governed by Company's Privacy Policy.

10. Representations and Warranties

10.1 By Partner. Partner represents and warrants that:

• (a) Partner has full legal capacity and authority to enter into this Agreement;
• (b) Partner's acceptance of this Agreement does not breach any other agreement to which Partner is bound (including non-compete clauses with current employers);
• (c) Partner will perform under this Agreement in compliance with all applicable laws and regulations;
• (d) All information provided in the application is accurate, complete, and not misleading.

10.2 By Company. Company represents and warrants that:

• (a) Company has the right to grant the licenses set out in this Agreement;
• (b) Company will pay commissions earned in accordance with Section 5.

11. Indemnification

11.1 By Partner. Partner shall defend, indemnify, and hold harmless Company, its members, officers, employees, contractors, and affiliates (the "Company Parties") from and against any third-party claim, demand, lawsuit, regulatory action, fine, penalty, judgment, settlement, loss, damage, cost, or expense (including reasonable attorneys' fees) arising out of or related to:

• (a) Partner's breach of this Agreement, including any violation of Section 6 (Restrictions) or Section 10.1 (Representations);
• (b) Partner's violation of applicable law, including CAN-SPAM, TCPA, FTC Endorsement Guides, state UDAP, or any privacy law;
• (c) Partner's negligence, willful misconduct, or fraud;
• (d) Any claim by a person Partner contacted that Partner did so without proper consent or in violation of marketing laws;
• (e) Partner's tax liabilities or any claim that Partner should have been classified as an employee.

11.2 By Company. Company shall defend, indemnify, and hold harmless Partner from and against any third-party claim that Partner's authorized use of Company-provided marketing assets, in strict accordance with this Agreement, directly infringes a U.S. copyright, U.S. trademark, or U.S. trade secret of that third party. Company's obligation does not apply to (i) modifications to assets made by anyone other than Company, (ii) combinations of assets with content not provided by Company, or (iii) any claim covered by Partner's indemnification above.

11.3 Procedure. The party seeking indemnification shall (a) promptly notify the indemnifying party in writing, (b) give the indemnifying party sole control of defense and settlement (provided no settlement requiring admission of liability or payment by the indemnified party may be made without that party's written consent), and (c) provide reasonable cooperation at the indemnifying party's expense.

12. Limitation of Liability

12.3 Exclusions from Cap. The limitations in Sections 12.1 and 12.2 do not apply to (a) Partner's indemnification obligations under Section 11.1, (b) breach of Section 6 (Restrictions), (c) breach of Section 7 (IP) or Section 8 (Confidentiality), or (d) gross negligence, willful misconduct, or fraud.

13. Term and Termination

13.1 Term. This Agreement begins on the Effective Date and continues until terminated as provided below.

13.2 Termination for Convenience. Either Party may terminate this Agreement at any time, with or without cause, on thirty (30) days' written notice (email to the address on file is sufficient).

13.3 Termination for Cause; Immediate Suspension. Company may suspend or terminate this Agreement immediately, without notice, if Partner:

• Breaches Section 6 (Restrictions), Section 7 (IP), Section 8 (Confidentiality), or Section 10.1 (Representations);
• Engages in fraud, misrepresentation, or activity that exposes Company to material legal, regulatory, or reputational risk;
• Becomes insolvent, files for bankruptcy, or has a receiver appointed;
• Is named in a sanctions list or operates from a sanctioned jurisdiction.

13.4 Effect of Termination.

• All licenses granted to Partner terminate immediately;
• Partner shall cease all marketing activity, remove Company logos and marketing assets from Partner-controlled properties within seven (7) days, and stop holding out as a Partner;
• Commissions accrued and not yet paid on Qualifying Sales completed before termination remain payable per Section 5.3, subject to clawback under Section 5.4 and offset for any amounts Partner owes Company;
• Tail provision: if termination is by Partner for convenience or by Company without cause (i.e., not under Section 13.3), Partner remains entitled to MRR commissions on then-active Referred Customers for the remainder of the original 12-month MRR window;
• No tail for termination for cause: if Company terminates under Section 13.3, all unpaid commissions are forfeited;
• Sections that by their nature survive (3, 5.4, 7, 8, 9, 11, 12, 13.4, 14, and 15) survive termination.

14. Governing Law, Venue, and Dispute Resolution

14.1 Governing Law. This Agreement is governed by the laws of the State of Florida, USA, without regard to its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Venue. Subject to Section 14.3, any judicial action arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and the Parties consent to personal jurisdiction and venue in those courts.

14.3 Informal Resolution. Before filing any suit, the Parties shall first attempt to resolve the dispute through good-faith negotiation. A Party shall send a written notice describing the dispute to the other Party's email address on file, and the Parties shall have thirty (30) days to negotiate a resolution before either may commence legal proceedings.

14.4 Equitable Relief. Notwithstanding the foregoing, either Party may seek injunctive or equitable relief in any court of competent jurisdiction at any time to protect its intellectual property, confidential information, or other rights that cannot be adequately compensated by monetary damages.

14.5 Attorneys' Fees. In any successful action to enforce this Agreement, the prevailing Party is entitled to recover reasonable attorneys' fees and costs.

15. General Provisions

15.1 Entire Agreement. This Agreement, together with the Privacy Policy and any written Approval Notice or commission tier confirmation, is the entire agreement between the Parties regarding the Partner Program and supersedes all prior or contemporaneous communications, proposals, and agreements on the subject.

15.2 Amendments. Company may amend this Agreement on thirty (30) days' written notice (email to the address on file plus update on partners.sophiavoiceai.com/legal/partner-agreement). Continued participation after the effective date of the amendment constitutes acceptance. Material reductions to commission rates apply only to Qualifying Sales completed after the amendment's effective date.

15.3 Assignment. Partner may not assign or delegate this Agreement, in whole or in part, without Company's prior written consent. Company may assign this Agreement to any successor by merger, acquisition, or sale of substantially all assets, on written notice to Partner.

15.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable while preserving original intent.

15.5 Waiver. No waiver of any breach is a waiver of any subsequent breach. No waiver is effective unless in writing and signed by the waiving Party.

15.6 Force Majeure. Neither Party is liable for delay or failure to perform (other than payment obligations) due to causes beyond reasonable control, including acts of God, war, terrorism, civil unrest, government action, internet or telecommunications failures, pandemics, or natural disasters.

15.7 Notices. All notices must be in writing and sent to (a) for Company: info@sophiavoiceai.com with subject line beginning "Partner Agreement Notice"; (b) for Partner: the email address on file in the partner dashboard. Notice is effective on the day sent if before 5:00 p.m. ET on a business day, otherwise the next business day.

15.8 Headings. Section headings are for convenience and do not affect interpretation.

15.9 Counterparts and Electronic Signature. This Agreement may be accepted by electronic signature (including click-through acceptance) and is deemed an original. The Parties consent to conducting this transaction by electronic means under the E-SIGN Act and Florida Electronic Signature Act.

15.10 Independent Counsel. Partner acknowledges that Partner has had the opportunity to consult independent legal, tax, and financial counsel before accepting this Agreement, and either has done so or has knowingly chosen not to.

Partner Name:            [auto-filled from application]
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Agreement Version:       1.0
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EA Creative LLC · Miami-Dade County, Florida, USA
info@sophiavoiceai.com · sophiavoiceai.com
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