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These Agency Partner Program Terms of Service ("Agreement") are entered into by and between Gumshoe.ai, Inc., located at 240 2nd Avenue, Suite 300, Seattle, WA 98104 ("Gumshoe"), and the agency or consultancy identified in the registration form ("Partner"). This Agreement governs the Partner's participation in the Gumshoe Agency Partner Program ("Program").
1. Acceptance of Terms
1.1 By clicking "I Accept" and submitting the registration form, the Partner agrees to be bound by this Agreement and the Gumshoe Terms of Service, which are incorporated herein by reference and can be found at https://app.gumshoe.ai/docs/tos.
1.2 The Partner acknowledges that clicking "I Accept" constitutes a legally binding electronic signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state law.
2. The Program
2.1 The Program provides participating agencies with access to preferred pricing, platform features, training resources, and other benefits as described on the Gumshoe website and in communications from Gumshoe (collectively, "Program Benefits").
2.2 Gumshoe reserves the right to modify, add, or remove Program Benefits at any time and in its sole discretion. Certain Program Benefits may require additional eligibility criteria or minimum commitments as determined by Gumshoe.
2.3 Specific pricing, discount schedules, feature availability, and benefit details are communicated separately by Gumshoe and are not part of this Agreement. Nothing in this Agreement guarantees the availability of any particular Program Benefit.
3. Pricing and Billing
3.1 Pricing: The Partner will receive preferred agency pricing on Gumshoe Solutions as communicated separately by Gumshoe Sales. Gumshoe reserves the right to modify its pricing at any time and in its sole discretion. Continued use of Gumshoe's services following any pricing change constitutes the Partner's acceptance of the updated pricing.
3.2 Billing: Gumshoe will bill the Partner directly at the end of each month. Invoices are payable upon receipt.
3.3 Taxes: The Partner is responsible for all sales, use, excise, value-added, or similar taxes, assessments, or duties imposed by any governmental agency with respect to services provided by Gumshoe to the Partner or amounts payable to Gumshoe.
4. Platform Access and Usage
4.1 Upon enrollment in the Program, the Partner will receive access to the Gumshoe platform in accordance with the Program Benefits then in effect. Gumshoe may provision workspaces, user accounts, and other platform resources for the Partner at Gumshoe's discretion.
4.2 The Partner's use of the Gumshoe platform, including any APIs, is subject to the Gumshoe Terms of Service, any applicable usage policies, and reasonable rate limits as determined by Gumshoe.
4.3 The Partner shall not sublicense, resell, or redistribute access to the Gumshoe platform except as expressly permitted under the Program.
5. Intellectual Property and Marketing
5.1 Gumshoe's Use of Partner Marks: The Partner grants Gumshoe a non-exclusive, royalty-free license to use the Partner's name and logo on the Gumshoe website and in marketing materials for the purpose of identifying the Partner as a Gumshoe agency partner. All marketing materials created by Gumshoe that reference the Partner require the Partner's prior written approval.
5.2 Partner's Use of Gumshoe Marks: Gumshoe grants the Partner a non-exclusive, royalty-free license to use the Gumshoe name and logo solely for the purpose of identifying themselves as a Gumshoe agency partner. All marketing materials created by the Partner that reference Gumshoe require Gumshoe's prior written approval.
5.3 Neither Party acquires any right, title, or interest in the other Party's intellectual property under this Agreement.
6. Confidentiality
Each Party agrees to maintain in strict confidence all non-public information disclosed by the other Party in connection with this Agreement or the Program, including but not limited to pricing, client data, business strategies, and technical information.
7. Representations and Conduct
7.1 The Partner shall not make any representations, warranties, or commitments on behalf of Gumshoe and shall not negotiate any terms of sale with any prospective customer of Gumshoe.
7.2 The Parties acknowledge that they are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship.
8. Limitation of Liability
8.1 In no event shall either Party be liable for any consequential, incidental, indirect, special, or punitive damages arising out of or relating to this Agreement.
8.2 Gumshoe's total aggregate liability under this Agreement shall not exceed the total fees paid by the Partner to Gumshoe in the twelve (12) months preceding the claim.
9. Term and Termination
9.1 Term: This Agreement shall commence on the date the Partner submits its acceptance (the "Effective Date") and continue for a period of one (1) year. It will automatically renew for successive one-year terms unless either Party provides written notice of non-renewal at least 30 days prior to the end of the current term.
9.2 Termination: Either Party may terminate this Agreement for any reason upon 30 days' prior written notice.
9.3 Effect of Termination: Upon termination, the Partner's access to Program Benefits will cease. Termination shall not affect any payment obligations or other rights that have accrued prior to the effective date of termination.
9.4 Change of Control: In the event of a Change of Control of either Party, the other Party may terminate this Agreement immediately upon written notice.
10. General
10.1 Governing Law: This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
10.2 Entire Agreement: This Agreement, together with the Gumshoe Terms of Service, constitutes the entire agreement between the Parties with respect to the Partner's participation in the Program and supersedes all prior agreements, understandings, and communications relating to the subject matter hereof.
10.3 Amendments: Gumshoe may update these terms from time to time. The Partner will be notified of material changes. Continued participation in the Program following such notification constitutes acceptance of the updated terms.
