Partner Agreement

1) Definitions

• "Program" means the EvaAI Partner Program, governed commercially by the Program Terms.
• "Program Terms" means the commercial terms of the Program published by EvaAI, which define the models, percentages, levels, opportunity registration, billing and exit. They replace the "Order Form" of version 1 of this Agreement.
• "Account" means an Eva account contracted by an end client and linked to a Partner.
• "Socio" means the per-account model in which the Partner sells, implements and supports the Account, is EvaAI's customer for that license and invoices its own client.
• "Referido" means the per-account model in which EvaAI implements, invoices and supports the Account.
• "Compensation" means the wholesale discount under Socio and the commission under Referido, in both cases at the percentages of the Program Terms.
• "Opportunity registration" means the Partner's registration of an opportunity with evidence, under the rules and the expiry of the Program Terms.
• "Services" means the EvaAI platform and all related functionality as described in the Terms of Service.

2) Partner Appointment

EvaAI accepts the Partner into the Program on a non-exclusive, non-transferable basis. The Partner may operate both models, and the model is chosen per Account when the opportunity is registered.

This appointment does not create an agency, joint venture, franchise, or employment relationship. The Partner is an independent contractor.

The Partner may not bind EvaAI to any commitments, contracts, or obligations without prior written authorization.

3) Partner Obligations

The Partner agrees to:

• Register each opportunity with evidence and under the model it will operate, as the Program Terms require.
• Sell the Eva license always at list price, and price its own services freely and separately. Charging above or below the license list price is cause for immediate termination.
• Under Socio, implement and support the Account, and get it live within the window the Program Terms set.
• Clearly disclose to all clients that the service is powered by EvaAI, including the visible "Powered by EvaAI" mark.
• Comply with EvaAI's Terms of Service, Privacy Policy, and Acceptable Use Policy when accessing or handling client data.
• Not misrepresent EvaAI's capabilities, pricing, features, or service levels to potential or existing clients.
• Not make unauthorized commitments, guarantees, or promises on behalf of EvaAI.
• Maintain the confidentiality of all client data accessed through the EvaAI platform.
• Use the demo account only with test data and never connect a real channel to it.

4) EvaAI Obligations

EvaAI agrees to:

• Provide and maintain the EvaAI platform and its technical support for every Account.
• Under Referido, implement, invoice and support the Account, and issue the Partner a monthly statement.
• Under Socio, invoice the Partner at the wholesale price, one CFDI per account to the Partner's RFC, and let the Partner invoice its own client.
• Pay Compensation at the percentages, the timing, the currency and the minimum payout stated in the Program Terms.
• Announce changes to the Program with the notice the Program Terms set, and never apply a change to Accounts already sold.
• Provide the Partner with marketing materials and product documentation as reasonably needed.

5) Client Relationship

Under Referido, the client is EvaAI's customer: it accepts EvaAI's Terms of Service, pays EvaAI for its subscription and receives support from EvaAI.

Under Socio, the Partner is EvaAI's customer for that license: the Partner pays EvaAI, invoices the license to its own client, and supports that client. The client still accepts EvaAI's Terms of Service for its use of the platform, and still sees the public plan name in its panel.

In both models the client may move to a direct relationship with EvaAI at any renewal, without giving a reason. From that moment the Partner stops earning on that Account.

Client data belongs to the client (data controller). EvaAI is the data processor under the terms of its Data Processing Agreement. The Partner accesses client data solely for the implementation and support it provides, and for no other purpose.

6) Compensation and Payment

The percentages, the levels, the level thresholds and the payment terms are those of the Program Terms. This Agreement sets no rate of its own; a written EvaAI quotation for a negotiated plan may set a HIGHER rate, and only for the Account it quotes.

Compensation is generated only on money actually collected, is computed before tax and in the currency the client paid, as the Program Terms state. An annual contract generates compensation when it is collected. Refunds and chargebacks are deducted from the corresponding compensation.

Under Referido, the monthly statement closes on the last day of the month, the Partner submits its invoice or receipt and EvaAI pays within fifteen (15) days of receiving it. In Mexico there is no minimum payout; outside Mexico the minimum payout of the Program Terms applies and a smaller balance carries over to the next month.

Under Socio, the Partner pays EvaAI by card and receives a monthly CFDI per account, issued to its RFC at the wholesale price.

EvaAI reserves the right to adjust or withhold Compensation in cases of fraud, misrepresentation, or violation of this Agreement or of the Program Terms.

7) Intellectual Property and Branding

All intellectual property rights in the EvaAI platform, including trademarks, logos, software, and documentation, remain the exclusive property of EvaAI.

The Partner may reference the EvaAI name and logo in marketing materials solely for the purpose of promoting the partnership, subject to EvaAI's prior written approval of such materials.

The Partner may not modify, reverse engineer, decompile, or create derivative works based on the EvaAI platform.

Any marketing materials, case studies, or promotional content referencing EvaAI must be approved by EvaAI before publication.

8) Confidentiality

Each party agrees to maintain the confidentiality of all non-public information received from the other party during the course of this partnership ("Confidential Information").

Confidential Information includes but is not limited to: client data, compensation figures, business plans, product roadmaps, and technical documentation.

Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

The receiving party may disclose Confidential Information only to its employees and contractors who need to know and who are bound by comparable confidentiality obligations.

EvaAI never discloses one Partner's data to another: two valid registrations on the same client cannot coexist, so the second one is rejected and is only told that the client already has a valid registration.

Confidentiality obligations survive for two (2) years after termination of this Agreement.

9) Term and Termination

This Agreement runs for as long as the Partner participates in the Program.

If EvaAI closes the Program or terminates the Partner without cause, it gives ninety (90) days notice and leaves a twelve (12) month tail for the Accounts the Program Terms make eligible. That tail exists only for EvaAI's exit.

On a voluntary exit by the Partner there is no tail: Socio Accounts move to a direct relationship with EvaAI at the end of their paid period, and Referido Accounts keep their compensation only until their twelve (12) months are complete.

Termination for cause is immediate. Cause includes charging above or below the license list price, fraud, misrepresentation, illegal activity, violation of EvaAI's Acceptable Use Policy, or a material breach of this Agreement or of the Program Terms. EvaAI pays what has already been earned.

10) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT.

EvaAI's total liability under this Agreement shall not exceed the total Compensation paid to the Partner in the twelve (12) months preceding the claim.

Each party is liable for its own negligence, willful misconduct, and breach of this Agreement.

11) Indemnification

The Partner agrees to indemnify and hold harmless EvaAI from any claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) the Partner's marketing, sales representations, or promotional activities; (b) the Partner's violation of this Agreement, of the Program Terms or of applicable law; (c) the implementation, support or consulting services the Partner provides to its clients.

EvaAI agrees to indemnify and hold harmless the Partner from any claims arising from EvaAI's intellectual property infringement or platform defects.

12) Governing Law and Jurisdiction

This Agreement is governed by the federal laws of the United Mexican States (Mexico).

Any disputes arising from this Agreement shall be resolved exclusively in the competent courts of Leon, Guanajuato, Mexico.

The parties expressly waive any other jurisdiction that may correspond to them by reason of their present or future domiciles.

13) General Provisions

Force Majeure: Neither party shall be liable for delays or failures resulting from circumstances beyond reasonable control, including natural disasters, pandemics, government actions, or third-party service failures.

Severability: If any provision is found unenforceable, the remaining provisions remain in full force and effect.

Entire Agreement: This Agreement, together with the Program Terms and EvaAI's Terms of Service, constitutes the entire agreement between the parties regarding the partnership. It governs the Accounts sold from its effective date onward, and it is not retroactive: an Account sold under a version 1 order form keeps the terms of that order form until that Account ends, or until the Partner opts into this version in writing.

Assignment: The Partner may not assign this Agreement without EvaAI's prior written consent. EvaAI may assign this Agreement in connection with a merger, acquisition, or sale of assets.

Amendments: EvaAI may update this Agreement and the Program Terms with at least sixty (60) days advance notice. A change never applies to Accounts already sold. Continued participation in the Program after the notice period constitutes acceptance.

14) Contact

For questions about the Program or this Agreement:

• Partner inquiries: partners@goeva.ai
• General support: support@goeva.ai