Partner Agreement

Last Updated: April 9, 2026 — Version 2026-04-09-v1

PLEASE READ THIS PARTNER AGREEMENT CAREFULLY BEFORE APPLYING TO OR USING THE AI PHONE 360 PARTNER PORTAL. BY CREATING A PARTNER ACCOUNT, ACCEPTING THIS AGREEMENT IN-PORTAL, OR SUBMITTING ANY CONTENT TO THE PORTAL, YOU AGREE TO BE BOUND BY ALL OF THESE TERMS.

1. Parties

This Partner Agreement (the “Agreement”) is a legally binding contract between you (“Partner,” “you,” or “your”) and Houston IT Developers LLC, a Texas limited liability company doing business as “AI Phone 360” (collectively with its affiliates, “A360,” “Company,” “we,” or “us”), with its principal place of business in Conroe, Texas.

You represent and warrant that you are at least 18 years of age, have the legal capacity to enter into this Agreement, and, if applying on behalf of a business or organization, have the authority to bind that entity to these terms.

2. The Partner Portal

The AI Phone 360 partner portal (the “Portal”) is a software-as-a-service platform that lets approved content creators, influencers, agencies, and resellers run live demonstration calls against AI Phone 360's AI receptionist technology using custom personas, business scenarios, and knowledge bases. Calls are recorded for the Partner's content library and automatically licensed to A360 as described in Section 3.

3. CONTENT LICENSE GRANT (CRITICAL — READ CAREFULLY)

By creating, recording, generating, uploading, or otherwise making available any content on the Portal — including but not limited to demo call recordings, audio files, transcripts, scenario configurations, persona setups, knowledge base text, screen captures, and any metadata thereof (collectively, “Content”) — you hereby grant A360 and Houston IT Developers LLC a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to host, store, use, reproduce, modify, adapt, edit, translate, create derivative works from, publish, distribute, publicly perform, publicly display, transmit, broadcast, and otherwise exploit the Content, in whole or in part, in any and all media or distribution methods now known or later developed, anywhere in the world, for any purpose, commercial or non-commercial, including but not limited to:

  • Marketing, advertising, and promotional campaigns (digital, print, broadcast, OOH)
  • Training data for AI/ML models, including LLMs, voice models, and TTS systems
  • Social media posts, video ads, sales enablement, and customer demos
  • Resale, sublicensing, and incorporation into A360 products and services
  • Any other use A360 deems appropriate, in its sole discretion, without further notice, attribution, consent, compensation, or accounting to Partner

This license is automatic upon Content creation, requires no referral link, and survives termination of this Agreement and your partner relationship permanently and irrevocably. Any “private,” “archived,” or similar flag in the Portal is a partner-side organizational courtesy and does not restrict A360's usage rights under this Section.

You waive all moral rights, rights of attribution, and similar rights to the maximum extent permitted by applicable law. You represent and warrant that: (a) you have full right and authority to grant this license; (b) the Content does not infringe any third party's intellectual property, privacy, publicity, or other rights; (c) the Content does not contain real third-party personally identifiable information without consent; and (d) the Content complies with all applicable laws.

4. Dual-Use Model

A360 may freely use any Content you create per Section 3 — without paying you commission, royalties, residuals, or any other compensation. In addition, you may also use your own Content (in whole or in part) to promote A360 via your unique referral link, and earn commissions on qualifying conversions per Section 5 (subject to your eligibility for the commission program). The model is intentionally symmetric: A360 provides the tools to create marketing assets at no cost, you keep the upside of your own promotion.

5. Commission Program

Eligibility. Only partners explicitly approved in writing by A360 (with the “commission enabled” flag turned on by an A360 administrator) earn commission. Application to the commission program does not guarantee approval. A360 reserves sole and absolute discretion to approve, deny, suspend, or revoke commission eligibility at any time, for any reason or no reason, with or without notice.

Commission Rate. Approved partners earn twenty percent (20%) of the monthly recurring subscription revenue of any user who (a) signs up via the partner's unique referral link, and (b) becomes a paying subscriber, unless a different rate is set by A360 in writing for that specific partner.

EXCLUDED FROM COMMISSION (NOT COMMISSIONABLE):

  • Credit purchases, credit top-ups, and any non-subscription credit revenue
  • One-time fees, setup fees, hardware fees, professional services, and add-ons
  • Taxes, refunded amounts, chargebacks, and disputed charges
  • Any revenue that is not the recurring monthly subscription portion

Annual Plans. For annual or multi-month subscription plans, commission is calculated as twenty percent (20%) of the monthly-equivalent subscription portion (e.g., a $1,200/year plan = $100/month equivalent → $20/month commission, accruing each month over the twelve-month term so long as the subscription remains active and paid). Annual prepay does not change the monthly accrual model.

Accrual Conditions. Commission accrues only while the referred user's subscription is active and the corresponding period has been paid in full to A360. Cancellation, downgrade, refund, chargeback, fraud, or non-payment voids unpaid commission for the affected period and may void prior unpaid amounts at A360's discretion.

Payouts. All payouts are due within ninety (90) days from the end of the calendar month in which the commission or deliverable payment was earned (“Payout Period”). A360 will make commercially reasonable efforts to process payouts sooner — typically within thirty (30) days — but the full ninety-day Payout Period applies regardless of whether all conditions below have been met, and A360 shall not be considered late or in breach of this Agreement for any payout issued within that window.

Payout conditions. Before any payout can be issued, ALL of the following must be satisfied: (a) the partner has connected a valid bank account or payment method and completed any identity verification required by A360 or its payment processor; (b) for deliverable-based payments, all recordings included in the payout have been submitted by the partner and approved by A360 through the review process — recordings pending review, rejected, or with changes requested do not count toward payout eligibility; (c) for commission-based payments, the referred user's subscription is active and the corresponding billing period has been paid in full to A360 with no pending disputes, chargebacks, or refunds; (d) the total payout amount meets the minimum threshold of fifty U.S. dollars ($50.00) — amounts below the threshold carry forward to the next payout cycle; and (e) the partner's account is in good standing (not suspended, not in violation of this Agreement, and not under review for potential policy violations).

If any condition above is not met, the Payout Period does not begin until the condition is satisfied. A360 is not responsible for payment delays caused by the partner's failure to provide valid banking information, complete identity verification, or submit deliverables for review. Payment method (Zelle, ACH, direct deposit, wire, or such other method as A360 may designate) is determined by A360 in its sole discretion. Partner is responsible for any fees imposed by their bank or payment processor.

Disqualified Referrals. No commission is earned on: (a) self-referrals; (b) referrals from members of partner's household; (c) fraudulent referrals; (d) incentivized signups (paying users to sign up); (e) referrals where the referred user is or was at any time previously an A360 customer or had a prior account; (f) traffic from bots, click farms, or cookie stuffing; (g) any referral that violates this Agreement or applicable law; or (h) any referral A360 reasonably believes to be invalid.

Tax Reporting. Commissions are paid as 1099 contractor income (or equivalent international form). Partner is solely responsible for all taxes on amounts received. A360 will issue Form 1099 for partners earning $600 or more per calendar year and may require a completed Form W-9 (or W-8 for non-U.S. partners) before issuing payouts.

6. Paid Advertising Prohibition

You may NOT run any form of paid advertising using your referral link, our brand name, our trademarks, or any AI Phone 360 intellectual property. This includes but is not limited to: Google Ads, Bing Ads, Facebook/Meta Ads, Instagram Ads, TikTok Ads, YouTube Ads, X/Twitter Ads, LinkedIn Ads, native advertising networks (Taboola, Outbrain), display advertising, banner ads, retargeting/remarketing campaigns, or any other paid media channel. You may not bid on “AI Phone 360,” “AiPhone360,” “A360,” “Houston IT Developers,” or any variation of our brand names as keywords in paid search. You may not pay for traffic or clicks to any URL containing your referral code or referral link, including through bridge pages, redirect pages, or cloaked links.

Permitted promotional methods: Posting your referral link on your own social media profiles and pages (organic posts only); sharing with your email list or newsletter subscribers; mentioning AI Phone 360 in your own organic content (YouTube, TikTok, Instagram, blog, podcast); sharing in direct messages, group chats, or communities you participate in; including your referral link in your social media bio or link-in-bio page.

Violation consequences: If A360 determines, in its sole discretion, that you have run paid advertising in violation of this section, the following will apply immediately and without prior notice: (a) all unpaid commissions and deliverable payments are forfeited; (b) your commission program eligibility is permanently revoked; (c) any pending or future payouts are cancelled; (d) your partner account may be suspended or terminated; (e) A360 reserves the right to recover commissions previously paid that were generated through paid advertising.

7. Code of Conduct

  • No misrepresentation of A360 features, pricing, capabilities, or company facts.
  • No spam, no incentivized signups (paying users to sign up), no bot traffic, no cookie stuffing.
  • No use of A360 trademarks, brand assets, screenshots, or logos except in organic content that accurately represents the product.
  • No publishing demo recordings containing real third-party PII without verifiable consent.
  • No defamation, harassment, hate speech, or otherwise unlawful content.
  • No creating fake reviews, fake testimonials, or misleading claims about earnings potential.
  • No purchasing or incentivizing app store reviews or ratings on behalf of A360.
  • No bidding on A360 trademark terms in paid search ads without written permission.
  • No competing with A360 in a way that uses A360's tools or resources against it.

8. Termination & Suspension

A360 may suspend or terminate your partner account, your access to the Portal, and your participation in the commission program at any time, for any reason or no reason, with or without notice. Upon termination, unpaid commission earned in good faith for legitimate referrals through the termination date will be paid out per the normal payout cadence, except in cases of fraud, breach of this Agreement, or violations of A360 policies — in which case all unpaid amounts are immediately forfeited. The content license granted in Section 3 survives termination permanently and applies to all Content created before termination.

9. Independent Contractor

You are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship. You are responsible for your own taxes, insurance, business licenses, and legal compliance. You have no authority to bind A360 or Houston IT Developers LLC to any obligation.

10. Disclaimers; Limitation of Liability

THE PORTAL AND ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OPERATION. A360 DOES NOT GUARANTEE UPTIME, CONVERSION RATES, EARNINGS, OR ANY SPECIFIC OUTCOME.

IN NO EVENT SHALL AI PHONE 360, HOUSTON IT DEVELOPERS LLC, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PORTAL, THE COMMISSION PROGRAM, OR ANY CONTENT, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH CLAIM IS BASED.

A360'S AND HOUSTON IT DEVELOPERS LLC'S TOTAL CUMULATIVE LIABILITY UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL COMMISSIONS PAID TO PARTNER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

11. Indemnification

You agree to indemnify, defend, and hold harmless A360, Houston IT Developers LLC, and their respective officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, suits, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Portal; (b) any Content you create, upload, or distribute; (c) your breach of this Agreement; (d) your violation of any applicable law or regulation; (e) your violation of any third party's rights, including intellectual property, privacy, and publicity rights; or (f) any representation, warranty, or claim you make about A360 or its services.

12. Confidentiality

You agree to maintain the confidentiality of any non-public information about A360, including pricing, roadmap, user data, technical details, and business strategy, that you learn through your participation in the partner program. This obligation survives termination of this Agreement for a period of three (3) years.

13. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in Montgomery County, Texas, by a single arbitrator. Judgment on the award rendered may be entered in any court having jurisdiction.

YOU AND A360 EACH WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. All disputes must be brought in the parties' individual capacities only.

14. Modifications

A360 may modify this Agreement at any time by posting an updated version on the Portal or the AI Phone 360 website. Material changes will be communicated to active partners via the email address on file. Your continued use of the Portal after the effective date of any modification constitutes acceptance of the modified Agreement.

15. Miscellaneous

This Agreement, together with the AI Phone 360 Terms of Service and Privacy Policy, constitutes the entire agreement between you and A360 regarding the partner program and supersedes all prior agreements, communications, and understandings, whether written or oral. If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect. Failure by A360 to enforce any right or provision shall not constitute a waiver. You may not assign this Agreement without A360's prior written consent; A360 may assign freely.

16. Acceptance

By creating a partner account, accepting this Agreement in the Portal, or submitting any Content, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety. Your acceptance is recorded with timestamp, IP address, user agent, and version identifier for legal evidentiary purposes. If you do not agree to all of these terms, do not create a partner account and do not use the Portal.

Questions about this Agreement? partners@aiphone360.com