Agent Agreement

This Agent Agreement (“Agreement”) governs participation in the GateOfAI Sales Partner Program (“Program”). By registering as a Sales Partner (“Agent”), accessing the Partner Dashboard, or referring prospective clients to GateOfAI, you agree to be bound by this Agreement, the GateOfAI Platform Terms & Conditions, and our Privacy Policy.

GateOfAI, LLC is a Delaware Limited Liability Company operating globally as a digital-first AI platform.

1. Definitions

• Agent / Sales Partner: A verified individual or corporate entity authorized to refer prospective enterprise clients to GateOfAI.
• Client: Any business, organization, or enterprise referred by the Agent that purchases GateOfAI services or commissions projects.
• Qualified Deal: A referred client project that is formally registered, accepted, scoped, funded via Escrow, and executed through GateOfAI’s Enterprise Marketplace.
• Commission: Revenue-sharing compensation paid to the Agent upon client milestone sign-off and Escrow release.
• Escrow: Stripe-managed financial infrastructure protecting client milestone funds.
• Tech Architect: Certified technical leader responsible for project blueprints, engineering supervision, and milestone delivery.

2. Eligibility & Verification

To participate in the Program, Agents must:

• Register a verified GateOfAI account
• Successfully complete Know-Your-Customer (KYC) identity verification via Stripe Identity
• Provide accurate personal, company, and tax identification details
• Fully comply with all GateOfAI policies and compliance rules

GateOfAI reserves the right to approve, suspend, or reject Agent applications at its sole discretion.

3. Independent Contractor Status

Agents act strictly as independent contractors. Participation in the Program does not create an employment, agency, joint venture, partnership, or franchise relationship between the Agent and GateOfAI, LLC. Agents have no authority to bind GateOfAI, sign contracts, issue pricing guarantees, or make binding representations on behalf of GateOfAI.

4. Referral & Deal Registration Process

A referred opportunity qualifies as a Qualified Deal only when:

1. The Agent registers the prospective client through the Partner Dashboard prior to initial sales engagement.
2. GateOfAI approves the deal registration and verifies that the client is not an existing account.
3. The client submits project requirements and accepts a technical blueprint from a certified Tech Architect.
4. The client funds project milestones securely via Milestone‑based fund holding system.
5. Work commences inside the GateOfAI Enterprise Marketplace workspace.

Commissions are generated exclusively from Qualified Deals executed through GateOfAI’s verified Escrow workflow.

5. Commission Structure & Compensation

Agent commissions are governed by the private revenue-sharing schedule displayed inside the Partner Dashboard:

• Dashboard-Based Rates: Commission percentages, promotional tiers, and bonus schedules are specified inside the Agent’s verified Partner Dashboard.
• Milestone-Based Release: Commissions are earned and paid incrementally per milestone. No upfront commissions are disbursed prior to client milestone approval.
• Escrow Dependency: Commissions are released automatically only after the client approves a delivered milestone and Escrow funds are released.

GateOfAI reserves the right to modify partner commission schedules inside the Partner Dashboard upon advance notice.

6. Non-Circumvention & Off-Platform Protection

Agents agree not to engage in any off-platform transaction leakage or circumvention:

• No Off-Platform Deals: Agents shall not direct, contract, or receive payments from referred clients outside of GateOfAI’s Escrow infrastructure.
• No Contact Leakage: Agents shall not share private contact information to bypass platform fees or Escrow mechanisms.
• 12-Month Non-Circumvention Window: Agents shall not independently contract, consult with, or solicit referred clients outside of GateOfAI for a period of 12 months following initial deal introduction.

Violations result in immediate program termination, total forfeiture of pending commissions, a permanent platform ban, and potential legal action.

7. Payouts & Banking Compliance

Commissions are disbursed through supported channels: Payoneer (global bank transfers), Stripe Connect (direct transfers in supported regions), and bank wire transfers (subject to extra fees).

7.1 Payout Eligibility

To receive commission payouts, Agents must:

• Maintain active Stripe Identity KYC verification
• Link an active, valid payout method (Payoneer, Stripe Connect, or verified bank account)
• Have approved milestone commission releases available in their dashboard

7.2 Wire Transfer & Currency Responsibilities

Agents selecting direct international bank wires explicitly agree that:

• All wire transfer fees charged by sending, intermediary, or receiving banks are borne entirely by the Agent
• All currency conversion fees and exchange rate differences are borne entirely by the Agent
• GateOfAI is not responsible for international banking delays, intermediary holds, or foreign network restrictions

8. Marketing & Branding Restrictions

Agents must adhere strictly to GateOfAI brand guidelines:

• Agents may only use official marketing assets provided inside the Partner Dashboard
• Agents may not modify GateOfAI logos, create custom marketing claims, or issue false technical or pricing guarantees
• Agents may not represent themselves as internal GateOfAI employees or executive officers

9. Confidentiality & IP

Agents agree to maintain strict confidentiality regarding:

• Referred client identities, project requirements, and proprietary datasets
• Internal GateOfAI workflow blueprints, platform architecture, and operational processes
• Proprietary dashboard tools, commission structures, and non-public platform features

Confidentiality obligations survive the termination of this Agreement.

10. Termination

GateOfAI may terminate an Agent’s program participation at any time for material breach of this Agreement, fraudulent deal registration, failed KYC, or inactivity exceeding 12 consecutive months.

Upon termination: access to the Partner Dashboard is revoked immediately, non-circumvention rules remain in effect for 12 months, and pending unearned commissions may be forfeited.

11. Limitation of Liability

GateOfAI is not liable for indirect, incidental, or consequential damages arising from deal cancellations, client non-payments, or third-party bank processing delays.

Liability Cap:
To the maximum extent permitted by Delaware law, GateOfAI, LLC’s total aggregate liability to any Agent shall not exceed the total commissions paid to that Agent in the three (3) months preceding the claim.

12. Digital-First Operations

GateOfAI operates as a borderless digital platform and does not maintain public physical offices or walk-in locations. All notices, deal registrations, dispute resolutions, and partner communications occur exclusively through secure digital channels.

13. Governing Law & Jurisdiction

This Agreement and all partner activities are governed exclusively by the laws of the State of Delaware, USA, without regard to conflict-of-law principles.

14. Changes to This Agreement

GateOfAI reserves the right to modify this Agreement at any time. Updates take effect immediately upon posting to this page with a revised “Last Updated” date. Continued participation in the Program constitutes full acceptance of the updated Agreement.

15. Contact Information

For questions regarding the Sales Partner Program or this Agent Agreement:
Email: support@gateofai.com