The agreement behind EarlyBird AI Partners

EarlyBird AI - Partner Program Agreement Version 1.1 (document id EB-PPA-1.1). Effective October 26, 2026. This Partner Program Agreement (the "Agreement") is entered into between EarlyBird AI, LLC, a Virginia limited liability company ("EarlyBird", "we", "us", or "our"), with its principal office in Fairfax County, Virginia, and the company identified in the approved partner application whose authorized owner accepts this Agreement at activation of its partner account ("Partner" or "you"). This Agreement is effective on the date Partner's owner accepts it (the "Effective Date"). The EarlyBird AI Terms of Service (oneearlybird.ai/legal/tos, the "Business Terms"), the Privacy Policy (oneearlybird.ai/legal/privacy), and the Data Processing Addendum (oneearlybird.ai/legal/dpa) are referred to in this Agreement but govern the relationship between EarlyBird and each business, not the relationship between EarlyBird and Partner, except where this Agreement says otherwise. Partner accepts this Agreement by clicking or tapping to accept it when activating its partner account, and the person who accepts represents that they are the owner named on Partner's approved application, are at least 18 years old, and have authority to bind Partner. EarlyBird records the version of this Agreement that was accepted, when, by which owner, and from which network address, and may require acceptance of a new version at Partner's next sign-in before continued use. Partner may not participate in the Partner Program without accepting this Agreement. Contact information: partners@oneearlybird.ai (program), legal@oneearlybird.ai (legal/compliance), billing@oneearlybird.ai (wholesale billing), privacy@oneearlybird.ai (privacy), and report@oneearlybird.ai (security/abuse). NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: Partner Program Agreement 1. Definitions. a. "Service" means the EarlyBird AI virtual receptionist service, applications, and related features described in the Business Terms, as EarlyBird offers them from time to time. b. "Partner Program" or "Program" means EarlyBird's program under which an approved Partner introduces businesses to the Service, offers them plans at prices Partner sets, bills them through Partner's own payment processor account, and purchases the Service minutes those businesses use from EarlyBird at the Wholesale Rate. c. "Partner Console" means the partner site at partner.oneearlybird.ai and the features EarlyBird makes available to Partner there. d. "Linked Business" means a business that created an EarlyBird account through Partner's invitation and expressly agreed, at account creation, to be billed by Partner, and whose account EarlyBird has therefore recorded as a Partner-Billed Account under Section 21 of the Business Terms. A business ceases to be a Linked Business when its account is converted to a Direct-Billed Account or closed. e. "Partner Plan" means a set of commercial terms (for example a monthly fee, included minutes, a per-minute rate, a setup fee, or a minute pack) that Partner creates in the Partner Console and offers to one or more Linked Businesses. f. "Wholesale Rate" means the price EarlyBird charges Partner for each minute of Service used by Linked Businesses, shown to Partner in the Partner Console and on its statements as described in Exhibit C and changeable under Section 6(d). g. "Wallet" means Partner's prepaid account with EarlyBird, denominated in Service minutes, from which the usage of Linked Businesses is funded as described in Section 6. h. "Cover Period" and "Transition Event" have the meanings given in Sections 13 and 14. i. "Program Data" means the information EarlyBird makes available to Partner about Linked Businesses under Section 9(a). j. "Marks" means EarlyBird's names, logos, the bird mark, and the names "EarlyBird", "EarlyBird AI", and "EarlyBird AI Partners". k. "Owner" means the one individual, named on Partner's approved application, who holds Partner's sign-in to the Partner Console. 2. Nature Of The Relationship. a. Independent businesses. Partner and EarlyBird are independent contractors. Partner is an independent reseller that buys Service minutes from EarlyBird at a wholesale price and sells access to the Service to Linked Businesses at prices Partner sets. Nothing in this Agreement creates an employment, agency, partnership, joint venture, fiduciary, or franchise relationship between the parties. Partner is not an employee, worker, or contractor performing services for EarlyBird, EarlyBird pays Partner no wages, commissions, fees, or other compensation, and Partner has no claim to any benefit, insurance, tax withholding, or protection that an employee or an engaged contractor might have. Partner is responsible for its own personnel, taxes, licenses, insurance, and business expenses. b. No authority to bind. Partner has no authority to make any representation, warranty, promise, or commitment on EarlyBird's behalf, to accept or modify any agreement for EarlyBird, to waive any right of EarlyBird, or to accept notices for EarlyBird. Partner will not hold itself out as having such authority. c. Not a franchise or business opportunity. The parties intend that this Agreement not be a franchise, business opportunity, or seller-assisted marketing plan under any federal or state law, and have structured the Program accordingly: (i) Partner pays EarlyBird no fee to enter, maintain, or renew its participation in the Program, no payment to EarlyBird is a condition of approval or activation, and if EarlyBird ever proposes a program fee it must give the notice in Section 6(i) and Partner may leave before the fee applies to it; (ii) Partner's only payments to EarlyBird are purchases, at a bona fide wholesale price, of reasonable quantities of Service minutes for resale to Linked Businesses, which Partner buys in the amounts and at the times it chooses, with no minimum; (iii) EarlyBird prescribes no marketing plan, sales quota, minimum purchase, territory, pricing, customer list, or method of operation for Partner's business, which Partner conducts under its own name and in its own way; (iv) Partner's business is identified by Partner's own name and marks, and EarlyBird's Marks identify only the product Partner resells; and (v) EarlyBird makes no representation about the income, profit, sales, or number of customers Partner may achieve. If a court or regulator nonetheless determines that any law governing franchises or business opportunities applies, the parties will cooperate in good faith to amend this Agreement to the minimum extent necessary to comply, and Partner's remedies for the period before the determination are limited to those stated in this Agreement to the extent the law allows. d. No exclusivity. Partner is free to resell other products and services, including products that compete with the Service, and EarlyBird is free to sell the Service directly and through other partners anywhere, subject only to Section 12. e. No earnings representation. The Partner Console shows margin figures calculated from Partner's own plan prices and the Wholesale Rate. Those figures are arithmetic on numbers Partner entered; they are not a representation, projection, or promise by EarlyBird of any revenue, profit, or result. 3. Eligibility, Application, And Approval. a. Who may apply. The Program is open only to legal entities (a limited liability company, corporation, or registered partnership) formed under the laws of a state, territory, or the District of Columbia of the United States, in good standing with the state that formed them, operating in the United States, with an owner who is at least 18 years old and resident in the United States. An individual, or a business that is not registered with a state, may not participate. EarlyBird confirms the entity against the forming state's public business registry at approval and may ask for the state's certificate; EarlyBird does not collect Partner's federal tax identification number, which Partner provides instead to its payment processor when it connects its account under Section 8. b. Application. Partner applies through the Partner Console. Partner represents that everything in its application, and everything it later provides to EarlyBird, is accurate and complete, and will keep its company record, website, billing contact, and owner contact details current. EarlyBird may verify any statement using public records, Partner's website and domain, payment-processor information, and other sources, and may ask Partner for documents, including proof of organization and good standing and a sales-tax resale or exemption certificate under Section 7(d). c. Approval. EarlyBird decides in its sole discretion whether to approve an application, may decline any application without stating a reason, and may condition approval. Approval creates Partner's account; nothing is instant and no application is approved by default or by the passage of time. An approved Partner's owner activates the account by setting a password and an authenticator and by accepting this Agreement. d. One owner. Partner's account has exactly one owner, the individual named on the application, who alone holds the sign-in and is responsible for everything done with it. Partner may ask EarlyBird to change the owner by a written request from the current owner (or, if the current owner is unavailable, by a request from a person who proves authority over Partner by documents EarlyBird reasonably accepts). Partner will not share the owner's credentials, will keep the authenticator secure, and will tell EarlyBird at report@oneearlybird.ai immediately if it suspects unauthorized access. e. Company name. Partner participates under the company name EarlyBird approved. That name is shown to Linked Businesses as the business that bills them. Partner may change its website and billing contact in the Partner Console; a change of company name requires EarlyBird's approval through the Partner Console's support desk. f. Sanctions and prohibited persons. Partner represents that neither it nor its owner, officers, or beneficial owners is the subject of United States sanctions or is located in, organized in, or resident in a country or territory subject to comprehensive United States sanctions, and that it will not invite any business that is. 4. How The Program Works. a. Invitations. Partner invites a business by creating an invitation in the Partner Console, which names the business and, where Partner has it, the email address of the business owner Partner has dealt with, and by sending the invitation link the console gives it to that owner by Partner's own means. EarlyBird does not send Partner's invitations; EarlyBird sends Partner only its own program communications, such as the decision on Partner's application and the activation link. An invitation link is a credential that works once: Partner will send it only to the invited owner, will not post or publish it, and is responsible for anything done with a link it let out of its control. An invitation expires after fourteen (14) days unless accepted and may be revoked by Partner while pending. Partner will invite only businesses it has actually dealt with and that have asked to be introduced, and will not send invitations to purchased, scraped, or otherwise unsolicited lists; Partner's invitation messages are Partner's own marketing under Section 11(d). b. The business's own choice. A business becomes a Linked Business only by creating its own EarlyBird account, accepting the Business Terms, being shown Partner's name and the partner-billing notice, and expressly agreeing to be billed by Partner. EarlyBird never links an account on Partner's instruction alone, never links an account because Partner supplied a business's name or email, and will not link an account that already exists or that belongs to a business that held an EarlyBird account within the previous twelve (12) months, unless EarlyBird agrees in writing. Partner will not invite a business in order to move an existing EarlyBird customer under Partner's billing. c. New accounts only. Partner invitations are for new EarlyBird accounts. The billing arrangement is recorded once, at account creation, and can be changed afterwards only by EarlyBird under Sections 13 and 14 or Section 21(j) of the Business Terms. d. The business's relationship with EarlyBird. Each Linked Business is EarlyBird's customer under the Business Terms for everything concerning the Service, its data, security, privacy, retention, export, deletion, recording, disclosures, and compliance, and those obligations run from EarlyBird to the Linked Business directly and identically to any other customer. Partner acknowledges that it has no right to direct how EarlyBird provides the Service to a Linked Business, to access a Linked Business's account, or to receive any of its Customer Content (as defined in the Business Terms). e. The business's relationship with Partner. Partner alone is responsible for the commercial relationship it creates with each Linked Business: its prices, plans, invoices, payment collection, taxes, refunds, disputes, promises, and support for billing questions. EarlyBird is not a party to that relationship and makes no commitment to any Linked Business about Partner's prices or conduct. f. Branding. Linked Businesses use the Service under EarlyBird's name and branding, in EarlyBird's own applications, with EarlyBird's support for the Service. Partner is identified to Linked Businesses as the business that bills them ("Billing provided by [Partner]") together with the billing contact Partner publishes in the Partner Console. The Program does not offer white-labeling, private labeling, or any removal or replacement of EarlyBird's branding. 5. Partner Plans, Prices, And Billing Of Linked Businesses. a. Freedom to price. Partner sets its own prices. Partner creates Partner Plans in the Partner Console within the ranges the console accepts and chooses which Linked Businesses are offered each plan. Each Linked Business selects its own plan among those Partner offers it, in the business's own EarlyBird dashboard or application; Partner cannot place a business on a plan. A price change to a plan applies to a business already on that plan only as Partner's own terms with that business and applicable law allow, and the Partner Console records each price revision. b. Seller of record. For every amount a Linked Business pays, Partner is the seller and merchant of record. Partner issues (or its payment processor issues for it) the invoices and receipts, collects payment, determines, collects, and remits all sales, use, communications, and other taxes and fees on those amounts, handles every refund, credit, dispute, and chargeback, and keeps the records the law requires of a seller. EarlyBird does not receive, hold, or control any payment a Linked Business makes to Partner, is not a party to those sales, and has no obligation to any Linked Business for any amount it paid Partner. c. Disclosures to Linked Businesses. Partner is responsible for giving each Linked Business the disclosures the law requires of a seller, including clear and conspicuous disclosure of recurring charges, the renewal term, the price, how to cancel, and any automatic renewal, in the form and at the times required by the automatic-renewal, subscription, and consumer-protection laws of the states where Partner's Linked Businesses are located, some of which apply to sales to businesses. EarlyBird makes the Service's plan-selection feature available to Linked Businesses; a business ends a Partner Plan with Partner, and Partner remains responsible for compliance. d. Partner's own terms. Partner may use its own written terms with Linked Businesses for prices and payment, but those terms may not conflict with the Business Terms, may not purport to grant any right in the Service that EarlyBird has not granted, may not restrict a Linked Business's rights against EarlyBird under the Business Terms, and may not restrict a Linked Business from dealing with EarlyBird directly after a Transition Event or under Section 21(j) of the Business Terms. Partner will not make any Linked Business's access to the Service conditional on anything other than payment of Partner's prices for the Service. e. What Partner may not sell. Partner may offer access to the Service only as EarlyBird provides it, and may bundle its own products and services with that access, in a Partner Plan or under its own terms with a Linked Business, provided Partner tells the business which parts are Partner's own and which is the Service; EarlyBird's obligations extend to the Service only, and Partner alone answers for the rest. Partner may not offer, promise, or sell any feature, service level, uptime guarantee, response time, certification, compliance status, data handling, retention period, or integration that EarlyBird does not itself provide under the Business Terms, and may not offer business associate agreements or any other agreement on EarlyBird's behalf. f. Collections. Partner's collection of amounts owed by Linked Businesses is Partner's own affair, conducted in Partner's own name, lawfully, and without any suggestion that EarlyBird is the creditor or will act on Partner's behalf. Partner will not ask EarlyBird to suspend, restrict, or alter a Linked Business's Service as a collection measure; the only effect of a Linked Business's non-payment to Partner on the Service is that Partner may stop funding that business's account under Section 6(f). g. Platform rules and commercial terms. EarlyBird sets no term of the commercial relationship between Partner and a Linked Business: Partner alone decides its prices, plan terms, renewal terms, refunds, credits, and collection practices, and EarlyBird does not approve, enforce, or adjudicate them. What EarlyBird does set, for every account alike, is how the Service itself works, and those rules bind Partner's businesses because they are EarlyBird's customers: minutes are metered in seconds and used oldest first; minutes delivered to an account expire twelve (12) months after they are added, as Section 4(c) of the Business Terms says; calls carry the recording notice; the Partner receives only the information in Section 9(a); a Linked Business may ask to convert to direct billing under Section 21(j) of the Business Terms; and the Cover Period and transition work as Sections 13 and 14 say. Partner's plans and promises must fit within those rules and may not contradict them; a Partner Plan that promises minutes that never expire, for example, is a promise Partner has made that the Service does not keep, and Partner alone answers to the business for it. 6. Wholesale Purchases: The Wallet. a. The Wholesale Rate. EarlyBird charges Partner the Wholesale Rate for each minute of Service used by Linked Businesses, metered in seconds exactly as the Business Terms describe for every account: from the moment the Service answers or connects a call until the call ends, with no rounding to a whole minute. There is no program fee, no monthly fee, and no minimum commitment. b. Funding the Wallet. Partner buys Service minutes for the Wallet in advance, in the amounts and at the times it chooses, through the Partner Console, paid by card or other method EarlyBird's payment processor (Stripe) accepts. There is no minimum purchase; the console may decline a purchase smaller than the payment processor will process, and may limit the size and frequency of purchases to prevent fraud. Minutes are credited to the Wallet when payment succeeds. A purchase that fails or is reversed credits nothing, and where minutes have already been credited and the payment is later reversed or charged back, EarlyBird may remove the corresponding minutes, suspend the Wallet and Partner's account, and recover the shortfall under Section 7(f). The Wallet mechanics are in Exhibit C. c. Funding Linked Businesses. Partner allocates minutes from the Wallet to Linked Businesses, according to the Partner Plans those businesses selected, by instructions Partner gives in the Partner Console; EarlyBird's systems deliver the minutes to the business's account and meter its usage against them. Minutes delivered to a Linked Business's account belong to that business's account and are not returned to the Wallet. Partner may pause or resume funding of a Linked Business for the business's non-payment to Partner or at the business's request, with the consequences for the business described in Section 21(d) of the Business Terms, and Partner is solely responsible to the business for any pause. A per-minute price in a Partner Plan for minutes beyond those the plan includes is Partner's price to the business, which Partner bills under its own terms; EarlyBird does not meter or charge it, and the business receives minutes only when Partner funds them. d. Changes to the Wholesale Rate and new wholesale charges. EarlyBird may change the Wholesale Rate on at least thirty (30) days' notice to Partner. A change applies only to minutes purchased on or after its effective date and does not change the minutes already in the Wallet. Features of the Service that are currently included for Linked Businesses at no separate wholesale charge, including the CRM, calendar and booking features, integrations, and the applications, are included as a matter of EarlyBird's current pricing and not as a permanent commitment; EarlyBird may introduce a wholesale charge for, or place plan limits on, any such feature on at least sixty (60) days' notice to Partner, and Partner may leave the Program under Section 15(b) before the change takes effect. Whether Partner passes a new wholesale charge on to its Linked Businesses is Partner's decision under its own terms with them. e. Nature of Wallet minutes. Wallet minutes are prepaid credit toward the Service only. They have no cash value, cannot be redeemed for cash except where a refund is expressly provided in this Agreement or required by law, cannot be transferred, sold, or assigned to any other person, are not a gift card or stored-value instrument, and are consumed first-in, first-out. Wallet minutes expire as stated in Exhibit C. f. Insufficient Wallet. If the Wallet cannot fund a Linked Business's usage, the Service stops answering that business's calls as described in the Business Terms, subject to the Cover Period in Section 13. EarlyBird sends Partner low-balance notices; keeping the Wallet funded is Partner's sole responsibility, and EarlyBird is not liable to Partner or to any Linked Business for calls not answered because the Wallet was empty. g. Usage records. The Partner Console shows Partner each Linked Business's usage in minutes and calls by day and month, and EarlyBird issues Partner a monthly statement of usage and charges. Partner must raise any question about a statement within thirty (30) days of its issue; after that the statement is accepted. EarlyBird's metering records are the record of usage for the Program. h. Refunds of Wallet purchases. All Wallet purchases are final. EarlyBird has no obligation to refund any Wallet purchase, in whole or in part, except as required by law and except as stated in the next sentence; EarlyBird may nonetheless grant a refund of unused purchased minutes in its sole discretion, case by case, and a refund granted to one Partner creates no right in any other. If this Agreement ends for any reason other than EarlyBird's termination for cause, a Transition Event under Section 14(a)(ii) or (vi), or Section 16, EarlyBird will refund the unused portion of purchased (not promotional or courtesy) Wallet minutes at the price paid, less any amount Partner owes EarlyBird, within sixty (60) days after the later of the end of this Agreement and the end of every Cover Period and transition then running, to the payment method used for the purchase. Expired minutes are not refunded. i. Program fees. The Program currently has no program, platform, or monthly fee, and Partner's only payments to EarlyBird are those in Section 7(a). EarlyBird may introduce a program fee only by giving Partner at least sixty (60) days' notice stating the fee and its effective date; a Partner that leaves the Program under Section 15(b) before the effective date never owes it, and no fee is ever a condition of approval or activation. 7. Payments To EarlyBird, Taxes, Set-Off, And Collections. a. What Partner owes EarlyBird. Partner owes EarlyBird: the price of Wallet purchases; Cover Charges under Section 13; any shortfall from a reversed or charged-back payment; taxes and fees under Section 7(c); interest and costs under Section 7(f); and any indemnity or other amount due under this Agreement. Wallet purchases are paid in advance; every other amount is due within fourteen (14) days after EarlyBird's invoice or notice. b. Payment processing. Payments to EarlyBird are processed by Stripe under Stripe's terms. Partner authorizes EarlyBird and Stripe to charge the payment method Partner keeps on file for amounts due under this Agreement, including Cover Charges, and Partner will keep a valid payment method on file while any Linked Business remains linked. c. Taxes and regulatory fees. Prices under this Agreement exclude taxes. Partner is responsible for all sales, use, excise, communications, gross-receipts, and similar taxes, and all regulatory fees and surcharges, imposed on Wallet purchases or on the Program, other than taxes on EarlyBird's net income. Where EarlyBird is required to collect a tax or fee on a Wallet purchase, EarlyBird will add it to the charge, as calculated by its payment processor for Partner's billing address, unless Partner has provided a valid exemption or resale certificate under Section 7(d). If a taxing or regulatory authority later determines that a tax or fee applies to a Wallet purchase or to Partner's resales, Partner will pay it (or reimburse EarlyBird for it) together with any interest or penalty not caused by EarlyBird's own delay. d. Resale and exemption certificates. Partner purchases Service minutes for resale. Where the law of Partner's state allows a resale or exemption certificate for the Service, Partner may provide EarlyBird a properly completed certificate, and EarlyBird will not collect the covered tax on Wallet purchases while the certificate is valid. Partner is responsible for the accuracy of any certificate, for renewing it, and for collecting and remitting tax on its own sales to Linked Businesses; a certificate shifts the obligation to Partner, it does not remove it. e. Set-off. EarlyBird may set off any amount Partner owes it against the unused balance of the Wallet (valued at the price paid), against any refund otherwise due to Partner, and against any other amount EarlyBird owes Partner, and will tell Partner when it does. f. Late amounts and collections. An amount not paid when due bears interest at 1.0% per month, or the highest rate the law allows if lower, from the due date until paid, and Partner will reimburse EarlyBird's reasonable costs of collection, including attorneys' fees and collection-agency fees. EarlyBird may suspend Partner's account under Section 13 while any amount is overdue, and may pursue unpaid amounts in court under Section 19(e). 8. Partner's Payment Processor Account (Stripe Connect). a. Partner's own account. Partner collects payments from Linked Businesses through Partner's own Stripe account, connected to EarlyBird's Stripe platform (Stripe Connect). Partner must accept, and remain bound by, Stripe's Connected Account Agreement and Stripe's other applicable terms, and must complete Stripe's identity, business, and bank-account verification. Partner is the merchant of record for every charge to a Linked Business, is liable to Stripe for its own disputes, chargebacks, refunds, fees, and negative balances, and must respond to disputes in its own Stripe account by Stripe's deadlines. b. What EarlyBird does on Partner's behalf. Partner authorizes EarlyBird's systems to act on Partner's Stripe account, solely to operate the Program as Partner has configured it: to create and update customer, subscription, invoice, and payment records for Linked Businesses according to the Partner Plans they selected, to collect the payments those records call for, to issue refunds Partner initiates, and to read payment status. EarlyBird's systems act only on the Stripe account identified in Partner's own partner record, never on another partner's account, and EarlyBird's staff do not see Linked Businesses' card numbers. EarlyBird does not guarantee Stripe's performance, availability, approval decisions, holds, reserves, or payout timing, and is not liable for Stripe's acts or omissions. c. Restrictions on Partner's account. If Stripe restricts, pauses, reserves, or closes Partner's account, or Partner fails to complete verification, Partner may be unable to collect from Linked Businesses; that is Partner's own matter with Stripe and its businesses, and only closure of the account is a Transition Event (Section 14(a)(iii)). d. Partner with an existing Stripe account. Partner may connect an existing Stripe account or create a new one through the Partner Console, in either case subject to Stripe's rules and to EarlyBird's verification that the account belongs to Partner and is in the name of the entity EarlyBird approved. 9. Information, Data, And Confidentiality. a. Program Data Partner receives. For each Linked Business, EarlyBird makes available to Partner through the Partner Console: the business name on its account; the fact and date of linking and its billing status; the Partner Plan it selected and that plan's status; usage totals in minutes and calls by day and by month, in aggregate; low-balance and funding notices; and the fact of any suspension or transition. EarlyBird also shows Partner the invitation records Partner created and the Wallet, statement, and support records of Partner's own account. b. What Partner never receives. Partner receives no Customer Content of any Linked Business: no call audio, recordings, voicemail, transcripts, summaries, caller profiles, contact records, or messages; no telephone numbers of callers or contacts; no staff names, roles, or sign-in details; no configuration, prompts, integrations, or settings; and no support communications between a Linked Business and EarlyBird. Partner has no credentials to any Linked Business's account and will not attempt to obtain any, including by asking a Linked Business for its credentials or for access to its account. c. Partner's use of Program Data. Partner may use Program Data only to bill and support its Linked Businesses, to fund their accounts, and to manage its participation in the Program. Partner will not sell, rent, or share Program Data except with its own service providers who need it to perform those tasks and are bound to protect it, will protect it with at least reasonable security, and will delete it when it no longer needs it for those purposes or within ninety (90) days after this Agreement ends, except records Partner must keep by law. d. Partner's own data about Linked Businesses. Information Partner collects from a Linked Business directly, such as its contract with the business, its contact details, and the payment details held in Partner's Stripe account, is Partner's own information, collected under Partner's own privacy notice and terms. Partner is the business or controller responsible for that information under applicable privacy laws, will maintain a privacy notice that accurately describes its practices, and will honor individuals' rights requests concerning it. Partner will not represent that EarlyBird's Privacy Policy covers information Partner collects. e. Security incidents. Partner will tell EarlyBird at report@oneearlybird.ai within seventy-two (72) hours after discovering any unauthorized access to Partner's account, Program Data, or Partner's systems that hold information about Linked Businesses, and will cooperate with EarlyBird's investigation and any notices the law requires. f. Confidential Information. Each party will use the other party's Confidential Information only to perform under this Agreement, will protect it with at least reasonable care, and will not disclose it except to employees, contractors, and advisors who need to know it and are bound by obligations at least as protective as this Section. "Confidential Information" means non-public information disclosed by a party that is marked confidential or that a reasonable person would understand to be confidential, including the Wholesale Rate, Program Data, Partner's plans and business volumes, and EarlyBird's roadmap, security practices, and non-public technical information, but excludes information that is or becomes public through no fault of the recipient, was known to the recipient without restriction before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information when required by law, after giving reasonable notice where permitted, and EarlyBird may disclose to a Linked Business the fact of Partner's suspension, termination, or Transition Event and what the business may do about it. These obligations survive for three years after termination, and indefinitely for trade secrets. g. EarlyBird's processing of Partner's information. EarlyBird processes information about Partner, its owner, and its applicants as described in the Privacy Policy, Sections 2(g), 4(g), 9, and 14. 10. Support. a. The split. Partner is the account manager for its Linked Businesses on billing and plans: a Linked Business's questions about its price, plan, invoice, payment, refund, or Partner's terms go to Partner, at the billing contact Partner publishes, and Partner will answer them promptly and accurately. EarlyBird supports every Linked Business directly on the Service itself: product and technical problems, telephone numbers, security, privacy and individual-rights requests, exports, deletion, and account closure. EarlyBird will not forward a Linked Business's support communications, or their content, to Partner, and will not take instructions from Partner about a Linked Business's account, Customer Content, or settings. b. Partner's own questions. Partner raises its questions to EarlyBird through the support desk in the Partner Console, which is EarlyBird's channel for Partner. EarlyBird answers as its resources allow and offers no response-time commitment to Partner. The Partner Console limits the number of open and daily questions. c. No support promises. Partner will not promise any Linked Business a level of support, response time, or availability from EarlyBird beyond what the Business Terms provide. 11. Marks, Marketing, And Claims. a. Limited license. For the term of this Agreement, EarlyBird grants Partner a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Marks solely to identify the Service as the product Partner resells and to identify Partner, truthfully, as "an EarlyBird AI Partner" or "an authorized reseller of EarlyBird AI", in each case in accordance with Exhibit A. All goodwill from Partner's use of the Marks inures to EarlyBird. Partner acquires no ownership of or other right in the Marks, and will not challenge EarlyBird's rights in them. b. Limits. Partner will not: use any Mark, or any confusingly similar name, as or in Partner's own company name, trade name, product name, domain name, social-media handle, email address, or app name; alter, crop, round, recolor, or combine the bird mark or the wordmark except as Exhibit A permits; use the Marks in a way that suggests EarlyBird endorses Partner's other products, guarantees Partner's performance, or is Partner's affiliate; register any trademark, domain, or handle containing a Mark; or bid on a Mark as a paid-search keyword in a way that leads to a page not clearly identified as Partner's. EarlyBird may update Exhibit A and its brand assets on notice, and Partner will adopt the update within thirty (30) days. c. Truthful marketing. Partner's statements about the Service, in any medium, must be truthful, not misleading, and consistent with EarlyBird's published descriptions of the Service. Partner will not state or imply: that the Service holds a certification or compliance status EarlyBird does not claim in the Business Terms (including HIPAA or SOC 2); that EarlyBird offers business associate agreements; any uptime, service-level, or response-time guarantee; that the AI agent is a human being, or that it may be configured to claim to be one; that call recording can be disabled or its notice removed; that the Service is available outside the United States; or any income, profit, or earnings result for Partner's own customers or for other partners. Partner will not use testimonials, endorsements, or reviews about the Service except in compliance with the FTC's Endorsement Guides and will disclose any material connection the law requires. d. Partner's own marketing compliance. Partner is solely responsible for the lawfulness of its own marketing and sales activities, including compliance with the Telephone Consumer Protection Act, the Telemarketing Sales Rule, state telemarketing and do-not-call laws, the CAN-SPAM Act, state commercial-email laws, and consumer-protection laws. Partner will not use the Service itself to market the Service. e. Takedown. EarlyBird may require Partner to correct or remove any marketing, statement, or use of the Marks that EarlyBird reasonably believes breaches this Section, and Partner will comply within five (5) business days (or immediately for a statement EarlyBird reasonably believes is unlawful). Repeated or serious breaches of this Section are grounds for termination under Section 15(c). f. Partner's marks. Partner grants EarlyBird a non-exclusive license, for the term, to display Partner's company name and billing contact to Linked Businesses in the Service ("Billing provided by [Partner]"), to staff in EarlyBird's operations tools, and, if EarlyBird publishes a list of partners, in that list unless Partner opts out. g. Publicity. Except as this Section permits, neither party will issue a press release or public statement naming the other without the other's prior written consent. 12. Non-Solicitation, No Non-Compete. a. EarlyBird's covenant. While Partner is in good standing under this Agreement (not suspended, not the subject of a Transition Event, and not in material breach that remains uncured after the period in Section 15(c)), EarlyBird will not use the fact that a business is Partner's Linked Business to solicit that business to convert to a Direct-Billed Account. This covenant does not restrict EarlyBird from: sending any Linked Business the notices, updates, support, security, privacy, legal, and billing-status communications the Business Terms contemplate; responding to a Linked Business that contacts EarlyBird about direct billing on its own initiative, including under Section 21(j) of the Business Terms; general marketing not targeted at Linked Businesses as such; or doing anything Sections 13 and 14 or the law permit or require after a suspension or Transition Event. After this Agreement ends, EarlyBird has no restriction, except that for twelve (12) months EarlyBird will not use Program Data or the fact of a former link to solicit a business that closed its EarlyBird account while it was Partner's Linked Business. b. Partner's covenant. Partner will not use Program Data or Confidential Information to solicit any Linked Business or any other EarlyBird customer to move to a competing service, and will not invite a business in order to move an existing or recent EarlyBird customer under Partner's billing (Section 4(b)). Partner is otherwise free to compete. Nothing in this Section prevents Partner from moving its own Linked Businesses to another provider, using its own information and its own relationship with them, or from telling them that Partner is leaving the Program. c. No non-compete. Nothing in this Agreement restricts either party from competing with the other, during or after the term, and nothing restricts a Linked Business from choosing to deal with EarlyBird directly or with another partner after a Transition Event or as the Business Terms allow. 13. Suspension And The Cover Period. a. Grounds. EarlyBird may suspend Partner's account, with notice (or without notice where EarlyBird reasonably believes delay would cause harm), if: an amount Partner owes is overdue; a Wallet purchase is reversed or charged back; Partner's Stripe account is closed; EarlyBird reasonably suspects fraud, unlawful activity, a security risk, or a breach of Sections 3(f), 11, or 16; Partner breaches this Agreement and does not cure within ten (10) days after notice; or a court, regulator, or payment network requires it. EarlyBird will state the reason in its notice. b. Effect on Partner. During suspension, Partner's sign-in sessions end, Partner cannot create invitations, change plans, fund Linked Businesses, or use the Partner Console except to communicate with EarlyBird and to pay amounts due, and pending invitations are void. Suspension does not end this Agreement or Partner's obligations under it. c. Effect on Linked Businesses: the Cover Period. Suspending Partner does not, by itself, cut off its Linked Businesses. Beginning on the day of suspension (or the day the Wallet first cannot fund a Linked Business, if earlier), EarlyBird may, in its discretion and as a courtesy to the Linked Businesses, continue to answer their calls for up to fourteen (14) days (the "Cover Period"). EarlyBird may extend, shorten, or end a Cover Period at any time and for any or all Linked Businesses, and has no obligation to provide one. d. Cover Charges. Usage by Linked Businesses during a Cover Period is metered as usual and charged to Partner at the Wholesale Rate ("Cover Charges"), because it is Service that Partner's Linked Businesses received under Partner's billing arrangement with them. Cover Charges are due under Section 7(a), may be set off under Section 7(e), and must be paid in full before EarlyBird will consider reactivating Partner. EarlyBird's decision not to pursue Cover Charges from a Partner that never returns is EarlyBird's choice in that case, not a waiver (Section 14(g)). e. Reactivation. EarlyBird may reactivate a suspended Partner when the ground for suspension is resolved and all amounts due are paid, on conditions EarlyBird reasonably sets. Reactivation restores Partner to its prior standing but does not reverse any transition completed under Section 14. f. Notice to Linked Businesses. During a suspension EarlyBird may tell each Linked Business that Partner cannot currently fund its account, that EarlyBird is covering its calls for a stated period, and what the business can do, and after the fourteenth day may invite each Linked Business to continue as a Direct-Billed Account under Section 14. EarlyBird will not name the ground for suspension to a business and, except where Section 13(a) allowed suspension without notice, will not tell a business before three (3) business days after its notice to Partner, so that Partner can resolve the matter first. Partner acknowledges that these communications are permitted notwithstanding Section 12. 14. Transition Events And Direct Transition. a. Transition Events. Each of the following is a "Transition Event": (i) EarlyBird suspends Partner under Section 13(a) for a ground other than a curable breach of Section 11 and the ground is not resolved within fourteen (14) days, or EarlyBird terminates this Agreement for cause; (ii) Partner becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of a bankruptcy, receivership, or similar proceeding; (iii) Partner's Stripe account is closed; (iv) an amount Partner owes EarlyBird remains unpaid fourteen (14) days after EarlyBird's notice; or the Wallet cannot fund a Linked Business whose Partner Plan calls for funding and, within fourteen (14) days after EarlyBird's notice to the owner's email and phone that the Wallet is empty, Partner has neither funded the Wallet nor told EarlyBird in writing what it will do for that business and by when (for example, that the business is moving to another provider or closing its account), or the date Partner stated has passed with the business still linked and unfunded; (v) Partner does not respond to two notices from EarlyBird about a suspension, an amount due, or a Linked Business the Wallet cannot fund, sent to the owner's email and phone at least five (5) business days apart, within ten (10) business days after the first; (vi) Partner breaches Section 3(f), Section 16, or the territory or anti-circumvention terms of this Agreement; or (vii) Partner asks EarlyBird in writing to transition some or all of its Linked Businesses. Partner's leaving the Program under Section 15(b), and the end of this Agreement, are not Transition Events in themselves. b. EarlyBird's rights. On a Transition Event, EarlyBird may, in its sole discretion and without obligation, for each Linked Business the Transition Event affects (for the Wallet limb of Section 14(a)(iv), only a Linked Business the Wallet cannot fund): notify the business of the Transition Event and of its options; offer the business the choice to continue as a Direct-Billed Account at EarlyBird's then-published prices or on the terms EarlyBird states; convert the business's account to a Direct-Billed Account when the business accepts; grant the business courtesy credits in an amount EarlyBird determines, in recognition of amounts the business shows it prepaid to Partner for Service not delivered; decline to offer a transition to any business; and end any Cover Period. The business's acceptance, not Partner's consent, is what effects the conversion, and no conversion requires Partner's consent or cooperation. A converted business ceases to be a Linked Business on the conversion date and no Cover Charges accrue to Partner for it from that date. EarlyBird will not offer a business a transition before the end of that business's Cover Period, where one is running. c. Partner's obligations on a Transition Event. Partner will: stop invoicing and charging each Linked Business for any period after that business's conversion date (or, if it is not converted, after the date EarlyBird's notice under Section 14(b) states); within thirty (30) days refund to each Linked Business every amount the business prepaid Partner for Service for periods or minutes not delivered, and keep records of those refunds that it will show EarlyBird on request; not represent to any Linked Business that EarlyBird is responsible for Partner's refunds, prices, or obligations; give EarlyBird the current billing-contact and plan information for each Linked Business if EarlyBird asks; and not disparage EarlyBird to Linked Businesses or interfere with their choice. d. Debts survive. A Transition Event, a conversion, a suspension, termination of this Agreement, or EarlyBird's grant of courtesy credits to any business does not reduce, discharge, or defer any amount Partner owes EarlyBird. In particular, Partner remains liable for all Cover Charges, for all Wallet purchases that were reversed or charged back, for all taxes and fees, and for every other amount due under Section 7(a) as of the conversion date and the end of each Cover Period, and EarlyBird may set off, invoice, and collect those amounts under Section 7. e. Courtesy credits are EarlyBird's, not Partner's. Courtesy credits EarlyBird grants a converted business are a commercial decision by EarlyBird about its own new customer. They are not a refund of anything the business paid Partner, do not reduce Partner's refund obligation under Section 14(c), and do not create any right of Partner to a credit, offset, or payment. EarlyBird may recover from Partner, as damages, the value of courtesy credits EarlyBird granted to businesses because of Partner's failure to refund them under Section 14(c), to the extent Partner was obliged to refund the same amounts. f. No other remedy. Partner's only right concerning a transition is whatever refund of unused Wallet minutes EarlyBird owes or grants under Section 6(h), after set-off. Partner waives any claim against EarlyBird for loss of Linked Businesses, revenue, profit, or goodwill arising from a Transition Event, a Cover Period, or a conversion, except to the extent caused by EarlyBird's breach of Section 12(a) while Partner was in good standing. g. Discretionary waiver. EarlyBird may, in its sole discretion, waive, reduce, forgive, or defer any amount owed to it by Partner or by any business, in whole or in part, at any time. A waiver is effective only if EarlyBird states it in writing. A waiver for one amount, party, or occasion is not a waiver for any other, EarlyBird's decision not to pursue an amount for a time is not a waiver, and no waiver is implied from a course of dealing. 15. Term And Termination. a. Term. This Agreement begins on the Effective Date and continues until terminated under this Section. b. Leaving the Program. Partner may leave the Program at any time, for any reason, by notice through the Partner Console's support desk or to legal@oneearlybird.ai, with effect on the date the notice states or, if none, on receipt. No notice period applies, and no minimum stay, purchase, or volume was ever required. Leaving does not suspend Partner, does not stop the Wallet from funding Linked Businesses under their Partner Plans, and is not itself a Transition Event. From the date Partner leaves, Partner may not create invitations; everything else continues until no Linked Business remains, at which point this Agreement ends and the Wallet is settled under Sections 6(h) and 7(e). Partner may move a Linked Business to another provider at any time (the business does this by porting its telephone numbers and closing its EarlyBird account under the Business Terms) and may tell its Linked Businesses that it is leaving. EarlyBird may terminate this Agreement for convenience on sixty (60) days' written notice to the owner's email. During those sixty days Section 12(a) continues to apply and Partner may fund and move its Linked Businesses; at the end of them, a Linked Business that remains linked and that the Wallet cannot fund is treated under Section 14(a)(iv). c. Termination for cause. Either party may terminate this Agreement on written notice if the other party materially breaches it and does not cure within fifteen (15) days after notice, and EarlyBird may terminate immediately on notice for a breach of Sections 3(f), 11(c), or 16, for fraud, for a Transition Event under Section 14(a)(ii) or (iii), or where a court, regulator, payment network, or EarlyBird's payment processor requires it. d. Effect of termination. On termination: Partner's license to the Marks ends and Partner will stop using them within five (5) business days; Partner's sign-in ends and pending invitations are void; Sections 13(c) and 14 apply to any Linked Business that remains linked and that the Wallet cannot fund; Partner's obligations under Sections 14(c) and 14(d) apply; the Wallet is settled under Sections 6(h) and 7(e); and Partner will delete Program Data under Section 9(c). Termination does not affect any Linked Business's account with EarlyBird, which continues under the Business Terms. If Partner terminates under Section 15(c) for EarlyBird's breach, Partner keeps access to the Partner Console to fund and move its Linked Businesses for sixty (60) days after the termination date, and Section 12(a) applies during that period. e. Survival. Sections 1, 2, 5(b), 5(f), 6(e), 6(g), 6(h), 7, 9, 11(b), 11(c) (as to statements already made), 12(b), 13(d), 14, 15(d), 15(e), 17, 18, 19, and 20 survive termination. 16. Territory, Compliance, And Anti-Circumvention. a. United States only. The Program and the Service are offered only in the United States. Partner represents and warrants, and repeats on each use of the Partner Console, that Partner is organized and operates in the United States, that its owner accesses the Partner Console from within the United States, and that every business it invites is a business organized under the laws of a state, territory, or the District of Columbia of the United States, operating in the United States, using United States telephone numbers, and serving callers located, as a general matter, in the United States. Partner will not invite, assist, or knowingly permit any person or business outside the United States to use the Service through the Program. b. Designed to United States law. The Service's recording notice, consent flows, disclosures, retention periods, and data handling are designed to the laws of the United States and its states and to no other country's laws. Partner acknowledges this, will not represent otherwise, and will tell every business it invites that the Service is for United States businesses only. c. No circumvention. Partner will not use, and will not help any business use, a virtual private network, proxy, remote desktop, false or borrowed address, telephone number, or payment method, a nominee or intermediary, or any other means to appear to be in the United States or to conceal where Partner, its owner, a business, or a business's callers are located. EarlyBird may verify location at any time using network and IP-address geolocation, device signals, telephone numbering, addresses, payment-processor signals, and public records, and may ask Partner or a business for documents. d. Consequences. A breach of this Section is a material breach that cannot be cured. EarlyBird may immediately suspend or terminate Partner's account and this Agreement without notice and may suspend or terminate any affected business's account, in each case without refund of Wallet purchases or any other amount except where the law requires a refund. A Partner that breaches this Section is solely responsible for compliance with every law of every place where Partner, its owner, a business, or a business's callers were in fact located, including laws governing call recording, consent, automated calling and messaging, data protection, and data transfers, and EarlyBird has no responsibility or liability for any failure of the Service to satisfy any law outside the United States. Partner's indemnity in Section 18(a) applies. e. Compliance with law generally. Partner will comply with all laws applicable to its business and its participation in the Program, including tax, consumer-protection, marketing, privacy, sanctions, and anti-corruption laws, and will not offer or give anything of value to any EarlyBird employee or to any government official to obtain or retain business. 17. Warranties And Disclaimers. a. Mutual. Each party warrants that it has the power and authority to enter into and perform this Agreement and that doing so does not breach any other agreement by which it is bound. b. By Partner. Partner warrants that its application and every statement it makes to EarlyBird is accurate; that it will perform its obligations to Linked Businesses; that it holds every license, registration, permit, and tax account its resale activities require; and that its marketing complies with Section 11. c. Disclaimer. THE SERVICE, THE PARTNER CONSOLE, AND THE PROGRAM ARE PROVIDED "AS IS" AND "AS AVAILABLE". EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, EARLYBIRD MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. EARLYBIRD MAKES NO WARRANTY, REPRESENTATION, OR PROJECTION ABOUT PARTNER'S REVENUE, PROFIT, SALES, OR CUSTOMERS. The Business Terms' AI-specific disclosures apply to the Service as resold by Partner, and Partner will not make any warranty to a Linked Business on EarlyBird's behalf. 18. Indemnification. a. By Partner. Partner will defend, indemnify, and hold harmless EarlyBird and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees, statutory damages, civil penalties, regulatory fines, taxes, interest, and settlement amounts) arising from: (a) Partner's prices, plans, invoices, taxes, refunds, collections, or other dealings with Linked Businesses or prospective businesses, including any claim by a Linked Business for refund of amounts it paid Partner; (b) Partner's marketing, statements, use of the Marks, or breach of Section 11; (c) Partner's breach of Section 16, including any claim under the law of a place outside the United States; (d) Partner's breach of Section 9 or any security incident involving Partner's systems or account; (e) any claim that Partner, its owner, or its personnel is an employee, agent, or franchisee of EarlyBird, or that the Program is a franchise or business opportunity, to the extent arising from Partner's conduct or statements; (f) taxes and fees for which Partner is responsible under Section 7; or (g) Partner's breach of this Agreement or of applicable law. EarlyBird will give Partner prompt written notice of a claim, Partner will control the defense with counsel reasonably acceptable to EarlyBird, and Partner will not settle a claim in a manner that admits fault on EarlyBird's behalf or imposes obligations on EarlyBird without EarlyBird's written consent. EarlyBird may participate in the defense at its own expense. b. By EarlyBird (IP). EarlyBird will defend Partner against any third-party claim alleging that the Marks, used by Partner in accordance with Section 11 and Exhibit A, infringe such third party's United States trademark rights, and will pay damages finally awarded (or amounts agreed in settlement) arising from such claim, provided Partner promptly notifies EarlyBird in writing, EarlyBird has sole control of the defense and settlement, and Partner reasonably cooperates. EarlyBird may require Partner to stop using an affected Mark. This Section states EarlyBird's entire liability and Partner's exclusive remedy for infringement claims. 19. Limitation Of Liability And Dispute Resolution. a. Exclusions. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenues, customers, data, or goodwill, arising out of or related to this Agreement or the Program, even if advised of the possibility of such damages. Partner's loss of Linked Businesses on a Transition Event is a loss of customers and goodwill excluded by this Section. This exclusion does not apply to EarlyBird's breach of Section 12(a), for which Partner may recover its lost gross margin (Partner's price to the business less the Wholesale Rate) on each solicited business for the twelve (12) months after the breach, subject to Section 19(b). b. Cap. EarlyBird's aggregate liability arising out of or relating to this Agreement and the Program will not exceed the greater of (a) the amounts Partner paid EarlyBird under this Agreement in the twelve (12) months preceding the event giving rise to the liability, or (b) $1,000. c. Carve-outs. The exclusions and cap do not limit Partner's indemnity and payment obligations, either party's liability for its intentional misconduct, or breaches of Section 9(f) to the extent such limitation is prohibited by applicable law. d. Governing law and arbitration. This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflicts of law principles. Sections 18(b) through 18(h) of the Business Terms (informal resolution, binding arbitration under the American Arbitration Association's Commercial Arbitration Rules with a Fairfax County, Virginia seat, no class or representative actions, exceptions, coordinated filings, and jurisdiction, venue, jury waiver, and the one-year time limit) apply to this Agreement as if set out here, with "Partner" in place of "Customer", "this Agreement" in place of "these Terms of Service", and the owner's email as Partner's notice address, except that the opt-out in Section 18(f) of the Business Terms does not apply to this Agreement. e. Collections in court. EarlyBird may bring an action in any court of competent jurisdiction to collect amounts Partner owes under this Agreement, and Partner consents for that purpose to the jurisdiction of the state courts in Fairfax County, Virginia, and the federal courts of the Eastern District of Virginia. 20. Changes And General Provisions. a. Changes to this Agreement and the Program. EarlyBird may change this Agreement, the Exhibits, the Program's features, and the Partner Console on at least thirty (30) days' notice to the owner's email or in the Partner Console, except that changes required by law, by a payment network, or by EarlyBird's payment processor, and changes that do not reduce Partner's rights, may take effect on shorter notice. Continued participation after the effective date is acceptance, and EarlyBird may require acceptance of a new version at Partner's next sign-in. If Partner does not accept a change, Partner may leave the Program under Section 15(b) before the change takes effect. Changes to the Wholesale Rate are governed by Section 6(d). b. Notices. Notices to Partner are given to the owner's email on record (and, for suspension and Transition Events, also by phone or text to the owner's phone on record), or in the Partner Console. Notices to EarlyBird are given to legal@oneearlybird.ai or through the Partner Console's support desk. Partner will keep the owner's contact details current. c. Electronic acceptance and records. Partner agrees that electronic acceptance of this Agreement has the same effect as a signature on paper, consents to receive notices, statements, and records electronically, and agrees that EarlyBird's records of acceptance, versions, Wallet transactions, usage, notices, and audit events are admissible records of those matters. d. Assignment. Partner may not assign or transfer this Agreement, or any right or obligation under it, including by change of control, without EarlyBird's prior written consent; a change of control is also a matter Partner must notify to EarlyBird within ten (10) days. EarlyBird may assign this Agreement to an affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any assignment in violation of this Section is void. e. Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, labor disputes, governmental action, telecommunications or carrier failures, and failures of third-party providers, except that this Section does not excuse Partner's payment obligations. f. Severability and waiver. If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in full force and effect. A party's failure to enforce any provision is not a waiver of that provision or of any other provision; Section 14(g) also applies. g. Entire agreement and precedence. This Agreement, with its Exhibits, is the entire agreement between the parties concerning the Program and supersedes all prior or contemporaneous agreements, proposals, and representations, written or oral, concerning its subject matter, including any statement made during the application or approval process. In a conflict, the body of this Agreement controls over an Exhibit, and Exhibit C controls over the body as to Wallet mechanics. Nothing in this Agreement modifies the Business Terms, the Privacy Policy, or the DPA as between EarlyBird and any Linked Business, and nothing in Partner's terms with a Linked Business modifies this Agreement. h. No third-party beneficiaries. Linked Businesses are not third-party beneficiaries of this Agreement and have no rights under it; their rights against EarlyBird are under the Business Terms, and their rights against Partner are under Partner's terms with them. i. Interpretation. Headings are for convenience. "Including" means "including without limitation". A reference to a Section of the Business Terms is to that Section as in effect from time to time. Exhibit A - Brand And Marketing Rules 1. Permitted descriptions. "an EarlyBird AI Partner"; "an authorized reseller of EarlyBird AI"; "we offer EarlyBird AI to our clients". Not permitted: "EarlyBird AI [Partner's city]", "powered by [Partner]", any description that places Partner's name inside or in front of the Marks, or any suggestion that Partner is EarlyBird or an affiliate of EarlyBird. 2. The wordmark. The company is written "EarlyBird AI". A product name ("Partners") appears underneath or beside it, never in place of "AI". 3. The bird mark. Shown whole, uncropped, and unrounded, in the colors and clear space EarlyBird's brand assets specify; the wing tip and beak reach the corners of the image and must not be clipped. 4. Assets. Only assets EarlyBird supplies through the Partner Console or on request may be used; no redrawing, tracing, recoloring, animating, or combining with other marks. 5. Claims. Only EarlyBird's published product descriptions may be repeated as EarlyBird's; everything else Partner says is Partner's own statement and must be truthful, substantiated, and consistent with Section 11(c). No certification, compliance, uptime, service-level, earnings, or availability-outside-the-United-States claims. 6. Disclosures. Where Partner's marketing of the Service describes the AI agent, it must not represent the agent as a human being, and must be consistent with the recording-notice and identity-on-request behaviors described in Section 6 of the Business Terms. 7. Review. EarlyBird does not pre-approve Partner's marketing, but may require correction or removal under Section 11(e). Exhibit B - Support Split 1. To Partner (the account manager): price, plan, included minutes, invoice, receipt, payment method held by Partner's processor, refund, credit, chargeback, Partner's terms, and Partner's promotions. 2. To EarlyBird (the Service): product and technical problems; telephone numbers; the AI agent's behavior and configuration; integrations; security; privacy and individual-rights requests; data export; deletion; account closure; the Business Terms; and anything a Linked Business raises about EarlyBird itself. 3. Rules. EarlyBird never forwards a Linked Business's support communications or their content to Partner. EarlyBird never takes instructions from Partner about a Linked Business's account, Customer Content, or settings. Partner never asks a Linked Business for its credentials. Each party directs a misrouted question to the right party by telling the business where to go, not by passing the business's message along. 4. Partner's channel. The support desk in the Partner Console, limited to the number of open and daily questions the console states; no response-time commitment. Exhibit C - Wallet Terms 1. Wholesale Rate: the single per-minute price shown to Partner on the Pricing page of the Partner Console, in Partner's approval email, and on every monthly statement, applied to every minute of Service used by Linked Businesses, metered in seconds, no rounding, no per-call minimum. The Wholesale Rate is Partner's Confidential Information under Section 9(f) and is not published on EarlyBird's public pages, so that a Linked Business is not shown its Partner's cost. No program fee, no monthly fee, no minimum commitment, no minimum purchase (Sections 6(b) and 6(i)). 2. Purchases: through the Partner Console, by card or other method EarlyBird's payment processor accepts, in any amount the processor will process. Maximum purchase and purchase frequency may be limited for fraud prevention. 3. Expiry: purchased Wallet minutes expire twelve (12) months after the date of purchase, used oldest first, so minutes expire only in a Wallet that buys more in a year than its Linked Businesses use; the console shows the expiry date of each purchase. Minutes delivered to a Linked Business expire under Section 4(c) of the Business Terms, twelve (12) months after they are added to that business's account. Courtesy or promotional minutes expire as stated when granted. 4. Delivery to Linked Businesses: on Partner's instruction in the Partner Console, according to the Partner Plan the business selected; delivered minutes belong to the business's account and are not returned to the Wallet; the business's minutes expire under Section 4(c) of the Business Terms. 5. Statements: monthly, in the Partner Console; questions within thirty (30) days. 6. Refunds: all purchases final; refunds only in EarlyBird's discretion, except the refund of unused purchased minutes when this Agreement ends other than for Partner's fault (Section 6(h), less set-off) and any refund required by law. No cash-out, no transfer between partners, no refund of expired minutes. 7. Taxes: added to purchases as calculated by EarlyBird's payment processor for Partner's billing address unless a valid resale or exemption certificate is on file (Section 7(d)). 8. Cover Charges: Linked Businesses' usage during a Cover Period, at the Wholesale Rate, invoiced under Section 7(a) and set off under Section 7(e). Version history. Version 1.0, October 6, 2026 (initial agreement). Version 1.1, October 26, 2026 (leaving the Program needs no notice and is not a Transition Event, with a sixty-day wind-down when EarlyBird terminates for convenience, in Sections 14(a) and 15(b) and (d); Transition Events narrowed in Section 14(a) to an unfunded Linked Business the Partner has not answered for, closure of the Stripe account, and the other grounds stated there; outreach limited to the businesses an event affects in Section 14(b); the non-solicitation covenant in Section 12(a) kept for closed accounts after the Agreement ends and given a remedy in Section 19(a); Partner's freedom to move its own businesses stated in Section 12(b); businesses told only that Partner cannot fund them, after a three-business-day grace, in Section 13(f); refund of unused purchased Wallet minutes whenever the Agreement ends other than for Partner's fault in Section 6(h) and Exhibit C; bundling of Partner's own services allowed in Section 5(e); per-minute prices beyond a plan billed by Partner in Section 6(c); plan selection only in Section 5(c); the date in Section 14(c) fixed).