Channel Partner Agreement

This Channel Partner Agreement (“Agreement”) establishes the terms and conditions under which Partner will market, refer, and/or resell the CRMLink.ai unified sales engagement platform (the “Product”) to end-user customers (“Customers”).

The purpose of this partnership is to expand CRMLink’s market reach while providing Partner with a revenue opportunity through commissions, referral fees, or reseller margins.

2.1 Partner Types

Partner shall operate under one or more of the following designations as mutually agreed upon:

• Referral Partner — Refers qualified leads to CRMLink’s sales team. CRMLink owns the sales process and customer relationship. Partner receives a referral fee upon successful conversion.
• Reseller Partner — Actively sells CRMLink subscriptions to Customers. May co-brand or white-label proposals. Partner manages the initial sales process; CRMLink manages onboarding and support.
• Technology / Integration Partner — Develops integrations, add-ons, or complementary solutions that work with CRMLink. May bundle CRMLink with their own product offering.

2.2 Program Tiers

Tier status is evaluated annually based on trailing 12-month referred/resold revenue. CRMLink reserves the right to adjust tier thresholds with 90 days’ written notice.

3.1 Referral Fees

Referral Partners shall receive either:

• A one-time referral fee equal to one (1) month’s subscription value for each qualified lead that converts within 90 days; or
• A recurring commission of 10% of the Customer’s monthly subscription fee for the first 12 months.

Referral fees are paid only on new Customers. Existing CRMLink customers are excluded.

3.2 Reseller Commissions

Reseller Partners receive a recurring monthly commission based on their tier level (15%, 20%, or 25%) applied to net subscription revenue of each Customer acquired through Partner. Commissions are paid for the lifetime of the Customer account while this Agreement remains in effect.

3.3 Payment Terms

• Commissions calculated monthly and paid within 30 days of month-end
• Payment via ACH bank transfer or wire transfer
• Minimum balance of $100 required before payout
• Partner is responsible for all applicable taxes on commission income
• CRMLink provides monthly commission statements detailing all transactions

3.4 Clawback Provision

If a Customer cancels within 60 days of activation, CRMLink reserves the right to deduct the associated commission from Partner’s next payment. This provision does not apply if cancellation is due to CRMLink service failure or breach.

4.1 Sales & Marketing

1. Actively promote CRMLink to qualified prospects within their market segment.
2. Use only CRMLink-approved marketing materials, logos, and messaging.
3. Accurately represent CRMLink’s features, capabilities, and pricing — no false claims, misleading comparisons, or unauthorized guarantees.
4. Register all leads through the CRMLink Partner Portal within 5 business days of initial contact.
5. Not engage in spam, robocalling, or any marketing activity violating applicable laws (CAN-SPAM, TCPA, GDPR).

4.2 Training & Certification

1. Sales personnel must complete CRMLink Partner Certification within 30 days of executing this Agreement.
2. Recertification is required annually or when significant product updates are released.
3. CRMLink provides training materials, documentation, and demo environment access at no cost.

4.3 Lead Registration & Deal Protection

1. Partner must register leads via the Partner Portal to claim deal ownership.
2. Registered leads are protected for 90 days. If the lead does not convert within 90 days, registration expires.
3. Lead registration is first-come, first-served. If a lead is already registered, Partner is notified within 5 business days.
4. CRMLink will not undercut Partner pricing on a registered deal during the protection period.

4.4 Customer Experience

1. Partner shall not make commitments regarding product features or roadmap without written CRMLink approval.
2. Partner shall promptly escalate Customer complaints or technical issues to CRMLink support.
3. Partner shall not modify, reverse engineer, or create derivative works of the CRMLink platform.

CRMLink agrees to:

1. Provide Partner with access to the CRMLink Partner Portal for lead registration, deal tracking, and commission reporting.
2. Supply marketing collateral, product documentation, battle cards, and co-brandable templates.
3. Provide a dedicated partner manager for Gold and Platinum tier partners.
4. Process lead registrations and provide deal status updates within 5 business days.
5. Handle all Customer onboarding, technical support, and billing directly.
6. Pay commissions accurately and on time per the terms of Section 3.
7. Provide minimum 30 days’ advance notice of material changes to pricing, features, or commission structures.
8. Not directly solicit Customers introduced by Partner during the term and for 12 months following termination.

6.1 Current Product Pricing

6.2 Partner Discounting Authority

• Silver Partners — up to 5% off standard pricing
• Gold Partners — up to 10% off standard pricing
• Platinum Partners — up to 15% off, or custom pricing via partner manager

Discounts beyond authorized levels require written CRMLink approval. Commissions are calculated on net revenue after discounts.

6.3 Customer Agreements

All Customers must agree to CRMLink’s standard Terms of Service and Privacy Policy. Partner may not modify customer terms without written approval. CRMLink maintains the direct billing relationship unless a white-label arrangement is established in writing.

CRMLink grants Partner a limited, non-exclusive, non-transferable, revocable license to use CRMLink’s name, logo, and approved marketing materials solely for performing Partner’s obligations under this Agreement.

Restrictions

1. Partner shall not alter or create derivative works of CRMLink’s trademarks without prior written consent.
2. Partner shall not register domain names, social media handles, or trademarks including “CRMLink” or confusingly similar variations.
3. All CRMLink branding must comply with CRMLink’s Brand Guidelines (provided separately).
4. Upon termination, Partner shall immediately cease all use of CRMLink trademarks and branding.

“Confidential Information” means any non-public information disclosed by either Party, including pricing structures, commission rates, customer lists, business strategies, product roadmaps, technical specifications, and financial data.

Obligations

1. Use Confidential Information solely for the purposes of this Agreement.
2. Not disclose to third parties without prior written consent, except to employees or contractors bound by equivalent confidentiality obligations.
3. Protect with the same degree of care used for own confidential information, but no less than reasonable care.

Exceptions

Obligations do not apply to information that: (a) is publicly available through no fault of the receiving Party; (b) was known prior to disclosure; (c) is independently developed; or (d) is required by law or court order, with reasonable notice to the disclosing Party.

9.1 Data Handling

1. Partner shall comply with all applicable data protection laws, including GDPR, CCPA, and other relevant privacy regulations.
2. Partner shall not access, store, or process Customer data beyond what is necessary for lead registration and sales activities.
3. Any Customer data shared with Partner remains the property of the Customer and CRMLink.

9.2 Regulatory Compliance

1. Partner shall conduct all marketing and sales activities in compliance with TCPA, CAN-SPAM, and FTC guidelines.
2. Partner shall not make claims about CRMLink’s compliance certifications without using CRMLink’s approved language.
3. Partner is solely responsible for ensuring its own business operations comply with applicable laws.

10.1 Term

This Agreement commences on the Effective Date and continues for one (1) year, automatically renewing for successive one-year periods unless either Party provides 60 days’ written notice of non-renewal.

10.2 Termination for Convenience

Either Party may terminate with 60 days’ written notice.

10.3 Termination for Cause

Either Party may terminate immediately upon written notice if the other Party:

1. Materially breaches and fails to cure within 30 days of written notice.
2. Becomes insolvent, files for bankruptcy, or ceases normal operations.
3. Engages in conduct that materially harms the other Party’s reputation or brand.
4. Violates any applicable law in connection with this Agreement.

10.4 Effect of Termination

1. Partner shall immediately cease representing itself as a CRMLink partner and stop all use of CRMLink trademarks.
2. Partner shall return or destroy all Confidential Information within 30 days.
3. CRMLink shall pay outstanding commissions earned prior to termination within 60 days.
4. Reseller commissions continue for 6 months post-termination (“Commission Tail”).
5. Active lead registrations are honored through their 90-day protection period.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUE, REGARDLESS OF THE THEORY OF LIABILITY.

By Partner

Partner shall indemnify CRMLink from third-party claims arising from: (a) Partner’s breach of this Agreement; (b) Partner’s marketing or sales activities; (c) Partner’s violation of applicable law; or (d) Partner’s negligence or willful misconduct.

By CRMLink

CRMLink shall indemnify Partner from third-party claims arising from: (a) CRMLink’s breach of this Agreement; (b) claims that the platform infringes third-party IP rights; or (c) CRMLink’s negligence or willful misconduct.

• Governing Law. State of Texas, without regard to conflict of law principles.
• Dispute Resolution. Good-faith negotiation for 30 days, then binding arbitration in Travis County, Texas (AAA rules).
• Independent Contractors. Neither Party has authority to bind the other or incur obligations on the other’s behalf.
• Non-Solicitation. During the term and 12 months post-termination, neither Party shall solicit the other’s employees involved in this Agreement without consent.
• Force Majeure. Neither Party is liable for delays due to causes beyond reasonable control.
• Assignment. Neither Party may assign without consent, except in a merger or acquisition.
• Entire Agreement. This Agreement supersedes all prior agreements. Amendments require written signatures from both Parties.
• Severability. Invalid provisions do not affect remaining provisions.
• Notices. All notices via email (with confirmation) or certified mail.
• Waiver. Failure to enforce does not waive future enforcement rights.

By signing below, the Parties agree to be bound by the terms and conditions of this Channel Partner Agreement.