Legal
Partner Agreement
This Agreement governs all referral, reseller, integration, and academic partner relationships with FRITH AI Inc. Please read carefully before joining our Partner Programme.
1. Parties
This Partner Agreement ("Agreement") is entered into between FRITH AI Inc., a company incorporated in the State of Delaware, with its principal place of business at 228 Hamilton Avenue, Palo Alto, CA 94301, USA ("FRITH", "we", "us", or "our") and the entity or individual identified during the partner application process ("Partner", "you", or "your").
2. Partner Programme
FRITH operates a Partner Programme that includes referral partners, value-added resellers (VARs), technology integration partners, and academic partners. The specific programme tier, commission structure, and benefits applicable to you will be set out in a separate Partner Programme Addendum provided at onboarding. This Agreement governs all partner relationships unless superseded by a separately executed addendum.
3. Partner Obligations
As a FRITH Partner, you agree to: (a) accurately represent FRITH products and services as described in our current product documentation; (b) not make warranties or representations on behalf of FRITH beyond those contained in official materials; (c) comply with all applicable laws and regulations, including data protection laws; (d) maintain the confidentiality of any non-public information disclosed by FRITH; (e) promptly notify FRITH of any actual or potential conflicts of interest; and (f) participate in required training and certification programmes as designated by FRITH.
4. FRITH Obligations
FRITH agrees to: (a) provide Partner with access to marketing materials, product documentation, and training resources; (b) pay commissions or referral fees as set out in the applicable addendum within thirty (30) days of the end of each calendar month in which qualifying events occur; (c) assign a dedicated partner manager where the applicable programme tier provides for one; and (d) notify Partner of material changes to pricing or product terms with reasonable advance notice.
5. Referral Fees and Payment
Referral fees, commissions, or revenue-share arrangements are set out in the Partner Programme Addendum. Fees are calculated on net revenue received by FRITH from referred customers after deducting refunds, chargebacks, and applicable taxes. FRITH reserves the right to adjust commission structures with thirty (30) days' written notice. Partners are responsible for all taxes applicable to payments received under this Agreement.
6. Intellectual Property
FRITH grants Partner a limited, non-exclusive, non-transferable, revocable licence to use FRITH's name, logo, and approved marketing materials solely in connection with authorised partner activities under this Agreement. Partner must comply with FRITH's brand guidelines, available at frithai.com/brand. Partner shall not register any domain name, trade mark, or social media account that incorporates "FRITH" or any confusingly similar term without prior written consent.
7. Confidentiality
Each party agrees to keep confidential all non-public information received from the other party and to use such information only for purposes of performing obligations under this Agreement. This obligation survives termination for three (3) years. Confidentiality obligations do not apply to information that is independently developed, publicly available, or required to be disclosed by law or regulation.
8. Data Protection
To the extent Partner processes personal data on behalf of FRITH or refers data subjects to FRITH's platform, both parties agree to comply with applicable data protection legislation including the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and all other applicable privacy laws. Any transfer of personal data between the parties shall be governed by FRITH's Data Processing Agreement, available upon request at partner@frithai.com.
9. Term and Termination
This Agreement commences on the date Partner completes the partner enrolment process and continues until terminated. Either party may terminate this Agreement with thirty (30) days' written notice. FRITH may terminate immediately if Partner materially breaches this Agreement, engages in conduct damaging to FRITH's reputation, or ceases operations. Upon termination, Partner must immediately cease use of FRITH branding and return or destroy all confidential information.
10. Limitation of Liability
To the maximum extent permitted by applicable law, FRITH's total aggregate liability to Partner for any claims arising under or in connection with this Agreement shall not exceed the total fees paid by or to Partner in the three (3) months preceding the event giving rise to the claim. In no event shall either party be liable for indirect, incidental, special, or consequential damages, even if advised of the possibility of such damages.
11. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of Delaware, USA, without regard to its conflict of laws provisions. Any dispute arising under this Agreement shall first be subject to good-faith negotiation between the parties. If not resolved within thirty (30) days, disputes shall be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall take place in Santa Clara County, California.
12. General Provisions
This Agreement, together with any applicable addenda, constitutes the entire agreement between the parties with respect to its subject matter. It supersedes all prior agreements and understandings. If any provision is found unenforceable, the remaining provisions shall remain in full force. FRITH may update this Agreement by providing thirty (30) days' written notice. Continued participation in the Partner Programme after the notice period constitutes acceptance of the updated terms.
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Join our network of referral partners, resellers, and integration partners. Contact partner@frithai.com to get started.
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