This Reseller / Agency Agreement ("Agreement") governs the relationship between Raised Beef AI, LLC ("Provider") and any consulting or training organization ("Agency") that signs up via /agency-signup or that Provider has otherwise admitted to its white-label program. By creating an agency account or accepting an invitation as agency_admin, you agree to this Agreement on behalf of the Agency.
1. Scope
Agency may resell access to the ArborService to its end-customer organizations ("Client Orgs") under Agency's own brand (logo, colors, custom domain, email from-address) and pricing, subject to this Agreement and the Terms of Service that apply to every Client Org. Each Client Org accepts those Terms of Service directly (Agency cannot accept on their behalf).
2. Pricing and revenue share
Agency sets its own retail pricing to Client Orgs. Provider charges Agency a revenue share equal to thirty percent (30%) of the Annual Contract Value of every active Client Org contract Agency records in the Service, payable monthly in arrears via invoices Provider issues to Agency's billing contact. Agency may negotiate a different revenue share percentage for specific contracts, recorded as the revenue_share_pct field on the contract; that value overrides the default.
Provider invoices in USD with Net 30 payment terms. Late amounts accrue interest at the lesser of 1.5% per month or the maximum allowed by law. Agency is solely responsible for collecting from Client Orgs; Provider has no direct relationship with Client Orgs for billing purposes (other than the underlying Terms of Service).
3. Tier framework
Provider's recommended retail pricing tiers, by Client Org Authorized User count:
- Small (under 25 users): ~$30,000 / year
- Medium (25–100 users): ~$50,000 / year
- Large (100–500 users): ~$75,000 / year
- Enterprise (500+ users): custom
Agency may price below or above these guidelines. Provider's revenue share is calculated against the actual Annual Contract Value Agency records.
4. Branding rights
Provider grants Agency a non-exclusive, non-transferable, royalty-free license, during the term, to use Agency's own logo, color scheme, email from-address, and custom domain to present the Service to Client Orgs. Agency may use phrases like "powered by Arbor" in fine print but may not represent that Agency built the Service or owns the intellectual property.
5. Provisioning and support
Agency uses the agency console at /agency to provision Client Orgs and record contracts. Agency is responsible for first-line support to its Client Orgs; Provider provides second-line support to Agency on the schedule defined in the SLA.
Agency_admin role does NOT automatically grant access to Customer Data inside any Client Org. To operate inside a Client Org, an individual must be granted an org_membership with an appropriate role (manager / instructor / viewer). This isolation is intentional and required.
6. Compliance and reporting
- Agency must keep contract records (status, ACV, dates) accurate and current; Provider may audit Agency's contract records up to once per twelve-month period on reasonable notice.
- For any Client Org subject to HIPAA, Agency must ensure the executed BAA between Provider and that Client Org is in place before any PHI is transmitted to the Service. Agency assists Client Orgs in completing the BAA workflow at
/admin/legal/baa. - Agency will not use the Service in a manner that violates the Acceptable Use Policy, and will require its Client Orgs to comply.
7. Term and termination
This Agreement starts when Agency creates an agency account and continues until terminated. Either party may terminate for convenience on 90 days written notice; immediately for material breach uncured 30 days after written notice; immediately for the other party's insolvency, assignment for benefit of creditors, or filing under the Bankruptcy Code.
On termination: (a) Provider will continue to host Client Orgs on Agency's domain for 30 days, then redirect to Arbor's default domain; (b) Agency's rights under this Agreement end; (c) outstanding revenue share through termination remains payable; (d) Provider may, at its option, offer affected Client Orgs the chance to continue directly with Provider on equivalent terms.
8. Intellectual property
Provider retains all right, title, and interest in the Service, the platform code, the documentation, and all associated intellectual property. Agency retains all rights in Agency's own brand assets and any data Agency provides outside Customer Data.
9. Confidentiality, warranties, liability
Sections 8 (Confidentiality), 9 (Warranties and Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), and 12 (Governing Law) of the Terms of Serviceapply to this Agreement, replacing "Customer" with "Agency" where context requires.
10. Restrictions on Agency conduct
- Agency must accurately report contract values; under-reporting is a material breach and may result in immediate termination plus a true-up audit.
- Agency may not represent itself as Provider, accept legal process on behalf of Provider, or modify the Terms of Service that apply to Client Orgs.
- Agency may not directly compete with Provider during the term and for twelve months after termination by building, contributing to, or operating a substantially similar training-operations platform.
11. Changes
Provider may revise this Agreement, including the default revenue share percentage, with 90 days written notice. New terms apply to new Client Org contracts; existing contracts retain their original economics through their term.