MIDAS OPERATOR AGREEMENT
Version 2026-10-04.12 · Portal AI, Inc.
Portal AI, Inc. (“Portal”) supplies the branded deployment described below to the purchasing business identified in the signed Order (the “Partner”). The Partner controls its brand, content and own business use; Portal supplies and owns the underlying Engine. Buying a product does not itself enroll the Partner as a Sales Participant or require it to refer customers. Customer-sale compensation under Section 5 applies only following a separate, voluntary, no-fee participation election recorded under Section 1.5 and Schedule E. An applicable Founder Addendum may expressly record that election. A product-only company may buy the same standalone scope without an earning-right purchase.
The "Agreement" consists of this Master Agreement and its Schedules, the Terms Appendix of the same version, the applicable signed Addendum, the Order, and the Data Processing Addendum incorporated by Section 8.1. The "Order" is the retained electronic signing and payment record, or a written order signed by both parties that identifies this package. It states the parties, tier, fee, fee allocation, notices, signatures, version and file fingerprints. A code selects an offer; it does not prove identity, authority or eligibility. Section 15.5 states precedence.
1. The deployment and the relationship
1.1 Platform and Engine. The "Platform" is Portal's AI service through the web and Telegram. Its "Engine" includes model routing, memory, runtime, billing, base skills and administration software. The Partner's branded instance is the "Deployment." Portal implements the Deployment, licenses its use under Section 7 and provides the services in Schedule A.
1.2 Independent businesses. The Partner operates under its own name and marks. Customer-facing surfaces carry the Partner’s marks only; any optional factual Portal attribution is not a license to operate under Portal’s marks. The Partner decides how to run and market its business, including its staff, premises, hours and prices for its own goods and services. Portal supplies software, technical implementation, training in using that software and support; it prescribes no business operating manual, marketing plan, sales script or site selection. Any covenant by Portal against competing appointments is governed only by Section 16 and a signed Addendum.
1.3 Scope of the exchange. The Setup Fee pays for implementation services and the software license stated in the Order. No part is allocated to a promotional credit grant or a promise of customers, sales or earnings. Marketplace publication and directory access are the features expressly described in Schedule A; they carry no customer-acquisition commitment. If the Partner elects to pursue sales, it sources its own customers; product purchase alone creates no obligation to market, refer or recruit. This description does not decide the arrangement's legal classification or waive any required disclosure, registration or other protection.
1.4 Capacity. The parties are independent contractors. Neither may bind the other. The program name and the word Partner do not create an employment, agency, partnership, joint venture, equity interest or investment relationship. The parties' actual obligations and mandatory law govern.
1.5 Free sales participation; separate product purchases. A person or business may participate in the referral arrangements in Section 5 without purchasing a Deployment, subscription, credits or any other product, by accepting the free participation record in Schedule E. A person or business with that separately recorded voluntary election and Portal’s acceptance is a “Sales Participant.” A product-only Partner is not a Sales Participant merely because it signs a product Order or this Master. A Founder Addendum may expressly record the free election, independently of the product fee. No purchase, personal sales volume, paid rank, inventory or paid renewal is required to obtain or retain the right to earn. The Setup Fee buys only the standalone implementation and software scope in Schedule A; the Monthly Platform Fee buys only the ongoing software service in Section 4.7. Neither fee buys referral rights. Product value, actual customer use and the purchaser’s economic purpose must be documented; labels, temporary customer status or a checkbox do not establish eligibility. A purchase made by a Sales Participant, its owner or controlled entity, or made to obtain or advance participation in earning opportunities, is not a Qualifying Customer Payment. A genuine customer’s later free enrollment excludes its subsequent own purchases from commissions; it does not cure an initially ineligible purchase or automatically invalidate a separately documented genuine earlier customer purchase.
2. Delivery and acceptance
2.1 White Label v1. Portal delivers the working branded Deployment and its included controls in Schedule A.2 ("White Label v1") through three two-hour sessions after the Effective Date: documentation intake within two (2) Business Days; v1 handover and feedback within four (4) Business Days; final delivery with agreed in-scope feedback incorporated within six (6) Business Days. Sessions are held by video call unless the parties agree another format in writing. Initial use is the Partner’s and its designated founding customer’s own business use, as identified in the Addendum. An independent customer company requires its own Order directly with Portal. No consumer subscription or retail-price election is imposed on the Partner by default; consumer offers are enabled only on its recorded request under Section 5.
2.2 Materials and dependencies. At the first session the Partner provides its brand sheet, authorized content, administrator names, support contact and domain instructions (the "Materials"). The included content limit is 2 GB. A Portal subdomain is included; a Partner domain requires its DNS authorization. Portal identifies any missing item and the work actually blocked by it in writing. Only that actual Partner-caused delay extends the affected delivery and non-delivery-remedy dates, day for day; concurrent delays count once. Portal records the revised dates and continues all unblocked work. Scope additions require a signed statement of work; they do not silently replace the promised v1. Portal has no discretionary deadline extension.
2.3 Usable delivery; acceptance. A deliverable is delivered when the Partner can access and use its specified functions at its address and Portal emails the handover notice. The Partner reports any material non-conformity within seven (7) calendar days after that notice. Portal corrects it under Section 12.2. Acceptance of White Label v1 is the Partner's affirmative written acceptance identifying the delivered version; after a conforming handover the Partner either accepts in writing or identifies the unmet material check, and acceptance is not unreasonably withheld — silence remains insufficient. Silence, payment or a page visit is not that acceptance. The reporting period limits the contractual correction remedy for the initial handover, subject to mandatory rights; it does not turn silence into acceptance.
2.4 Staff panels and independent customers. Upon the Partner’s affirmative written v1 acceptance, Portal begins onboarding and enables the Partner’s own staff and contractor administration panels within five (5) Business Days, with a remote handover. Those panel users pay nothing for an appointment, receive no Engine sublicense and confer no appointment or recruitment commission. An independent company is not a staff panel: it contracts directly with Portal for its own purchased scope and pays its own Order. A separate free Sales Participant may refer qualifying customers under Sections 1.5 and 5 without buying that company scope. Commissions arise only from Qualifying Customer Payments; they are never a percentage of another participant’s earnings. Additional workspaces, deployments and integrations require their own recorded scope and price.
2.5 Updates and Enterprise. The Deployment receives the Platform updates Portal releases to its own deployment on the same schedule, with its brand overlay preserved. A roadmap is not a deliverable. Enterprise includes the v1 cadence above and the separate engineer engagement in Schedule A.3; that engagement has its own delivery and remedy dates.
2.6 Founder's Stage Support. Where an Addendum grants it, Portal will arrange one personal appearance by its founder at the Partner's conference or talk in support of the founding partnership. The event, date, format and description of the relationship require mutual written agreement. Each side pays its own travel. This is bonus support and does not change the fee. The specific replacement obligation below applies to an agreed appearance that cannot occur for reasons on Portal's side. No publicity consent, title, agency or equity interest is implied. If the agreed appearance cannot occur for reasons on Portal's side, Portal provides a replacement appearance or a joint online session within sixty (60) days, agreed in writing; no fee change either way.
3. The Partner's responsibilities
3.1 The Partner maintains lawful, accurate Materials, administers its own Deployment and provides first-line support to its permitted users. Portal provides second-line support under Schedule C. A product-only customer has no obligation to market Portal, enroll sellers or acquire customers. A separately enrolled Sales Participant may elect to introduce customers subject to Section 5; only a separately granted exclusive appointment carries its stated Minimum Plan. Neither a Setup Fee nor onboarding buys open-ended engineering, business operations or advice. Additional professional services require the Partner’s prior written approval of scope and price.
3.2 Marketing must comply with advertising, endorsement-disclosure, privacy, anti-spam and communications laws. The Partner makes no earnings, income-replacement, guaranteed-return or guaranteed-results claims. It must not describe recruitment, appointments, participant purchases or paid ranks as a source of compensation. It may describe only the customer-sale compensation actually authorized and active under Section 5, disclose the commercial relationship where required, and state that product purchase and sales participation are separate. No second-level earnings may be advertised before the activation conditions in Section 5.4 are met. The Partner may not create an additional compensation level or charge for participation.
3.3 The Partner may not represent the Engine as its own technology, sublicense it, circumvent safety, billing or attribution controls, misuse Portal marks, or upload material it lacks permission to use. The operator-panel permission in Section 2.4 is limited administration access, subject to these same restrictions.
3.4 The Partner supplies truthful entity, authority and business-eligibility information under Schedule D. The signer signs in their own name and warrants authority for each entity they bind. No statement requires the Partner to deny an actual earlier representation, and no non-waivable reliance or disclosure right is surrendered.
4. Setup Fee, payment and refunds
4.1 Full Setup Fee. The Setup Fee is USD 50,000 for White Label Operator or USD 250,000 for Enterprise Operator, unless a signed Addendum states a different fee. It is payable in one full payment at the Partner’s signature, or on the express full-payment due date in the signed Addendum. The Order separately displays applicable tax. Payment is by card or US bank transfer through the approved provider’s supported instructions, with the corresponding payment and invoice references retained. An initiated ACH or wire, bank instructions or browser redirect is not confirmed payment. The full Setup Fee and applicable tax must be confirmed under Section 14.2 before implementation begins. Any applicable mandatory disclosure, waiting period, escrow, security or other payment requirement must first be satisfied under Section 10.2; an Addendum cannot waive it. Creator remains a separate USD 500 checkout under Schedule A.1.
4.2 Cancellation. The Partner may cancel an unpaid Order at any time before Payment Confirmed. It may also cancel for any reason by written notice sent within three (3) Business Days after the Effective Date. Timely cancellation extinguishes the unpaid fee and Portal returns all sums paid under this contract within five (5) Business Days after receiving notice. The Setup Fee is also refundable in full if the Partner cancels within fourteen (14) calendar days after the Effective Date and before providing any Materials, and Portal returns all sums paid within five (5) Business Days after receiving that notice. Otherwise it is non-refundable except under Section 4.3 or mandatory law. A cancelled Order is not reactivated by late payment; Portal returns that payment within five (5) Business Days after identifying it.
4.3 Delivery remedies. If White Label v1 has not been delivered within twenty-one (21) calendar days after the Effective Date, adjusted only for Section 2.2's documented Partner-caused delays, the Partner may terminate by written notice and receive the Setup Fee back in full within ten (10) Business Days. For the separate Enterprise engagement, this non-delivery trigger is twenty-one (21) calendar days after its scheduled end. Independently, failure to correct a timely reported material non-conformity within Section 12.2's period gives the Partner the same termination and full-refund right, payable within ten (10) Business Days after its termination notice. These remedies and cancellation rights survive termination. Refunds are not limited by the liability cap.
4.4 Unstarted work. If no Materials arrive within ninety (90) calendar days after the Effective Date, Portal may close the Order by written notice. Subject to accrued cancellation and refund rights, the fee is then earned. The Partner may still supply the Materials and receive the purchased deliverables during the following twelve (12) months. Portal records the resumed schedule in writing; on resumed delivery the purchased-use license remains available for the service period recorded at resumption, surviving an earlier non-renewal, and administrative closure does not extinguish undelivered scope or accrued refund rights.
4.5 Allocation and taxes. Before signature, the Order separately states the implementation-services and software-license amounts, which together equal the Setup Fee, using the actual supplied scope and applicable tax treatment. No amount is allocated to promotional credits or a right to earn. The fees exclude applicable sales, use and similar taxes, separately displayed and collected and remitted by Portal when required. Each party bears its own income taxes. Free sales participation carries no recurring program fee or required product purchase. Purchased ongoing software may carry the Monthly Platform Fee in Section 4.7; an express Founder Addendum exemption controls. Optional model usage, subscriptions, top-ups and approved extra services are separately priced, and no mandatory purchase is a condition of receiving an otherwise earned commission.
4.6 Counting days. "Business Day" means Monday through Friday, excluding US federal holidays. The triggering day is excluded; contractual deadlines end at 23:59 in America/Los_Angeles ("Pacific time"). Other days are calendar days. The Order records the actual Effective Date, cancellation deadline, session dates, delivery deadline and non-delivery-remedy date. A more protective statutory period or computation controls where mandatory. A delayed executed-copy email does not reduce a statutory right.
4.7 Ongoing business platform. For new Orders not expressly exempted by a signed Addendum, the Monthly Platform Fee is USD 2,500 for White Label or USD 7,500 for Enterprise. It begins only upon affirmative written acceptance of White Label v1, is invoiced monthly in advance, and is separately identified from the Setup Fee and tax. It buys ongoing access to the purchased branded Deployment, administration, hosting, Platform updates and support within Sections 2 and Schedule C. It does not include unlimited model consumption, extra deployment scope, bespoke engineering or a right to earn. Model consumption uses the separately ordered published plans and top-ups. The Enterprise implementation engagement and its included twelve-month delivered-system updates remain the separate scope in Schedule A.3; they are not billed a second time as professional services. Renewal of the Agreement alone authorizes no price increase or paid extension of that engagement. The customer may stop monthly renewal by notice before the next billing date, effective at the end of the paid period, without a cancellation penalty. Paid ongoing service then ends subject to accrued remedies and any applicable Section 11.5 wind-down rights. No further recurring charge is authorized without consent. Ending a paid product subscription alone does not terminate free sales participation, forfeit earned compensation or extinguish a qualifying Section 11.4 tail. No new recurring fee applies to an existing executed Order without signed consent.
5. Customer-sale compensation
5.1 Customers, products and net components. A “Direct Customer” is a genuine independent end customer attributed to a Sales Participant by the recorded referral code, business introduction accepted by Portal, or branded entry before its first qualifying purchase. Existing valid attribution is retained; a later code does not overwrite it. A “Qualifying Customer Payment” is a collected payment by that customer for its own genuine use, subject to Sections 1.5 and 5.4. The customer may be a company or an individual. Portal contracts with the customer as merchant of record and collects the applicable product price and tax. The Partner does not buy or resell Portal’s plans; the list floor is Portal’s price for its own subscriptions. It does not govern the Partner’s independently supplied goods or services.
“Portal List Price” is Portal’s published price for the product and billing period. For a subscription, its list component is fixed at the published plan-and-period price when that subscription begins and retained in its record; a separately published annual list is its own price. “Partner Retail Price” is the customer’s agreed subscription price excluding sales tax, set at or above that list price. “Above-List Markup” is the excess of that retail price over the recorded list component. The list component never exceeds the amount collected for the product. “Top-up Price” is the separately stated price of an ordinary usage-credit purchase; it is not subscription markup. Current list prices are: Business Twin USD 999 per year per company — a branded assistant for one business with the Partner’s authorized skills, within its published usage allowance, without administrator panels; monthly consumer plans Start USD 19.99, Plus USD 99.99 and Pro USD 199.99; ordinary top-up prices USD 5, USD 15 and USD 40. No particular retail markup or consumer plan is selected unless recorded on the relevant customer Order.
“Net Receipt” is product cash actually collected, excluding sales and similar taxes and less the actual payment-processing fee attributable to that payment. It excludes returned, charged-back, fraudulent or uncollected amounts under the reversal rules below. Overhead, model expense, hosting, staff cost, acquisition cost and Portal’s income tax are not deductions from the commission base. For a mixed subscription payment, apply the actual transaction fee once, then allocate the Net Receipt between the recorded list component and markup in their original proportions after any expressly recorded discount. Those amounts are the “Net List Component” and “Net Markup Component.” Later published list prices do not change an existing subscription’s recorded components. A discounted or partial receipt is allocated proportionately; it does not create a second markup.
5.2 Direct compensation and reversals. On a qualifying independent customer’s White Label or Enterprise Setup Fee, the direct Sales Participant earns fifty percent (50%) of the Net Receipt, provided the sale satisfies Section 1.5 and the customer is not buying participation or an earning right. On a qualifying business or consumer subscription, the direct Sales Participant earns twenty-five percent (25%) of the Net List Component plus seventy-five percent (75%) of the Net Markup Component. The latter replaces, and does not supplement, a twenty-five-percent allocation on that same markup. On each qualifying ordinary top-up or other ordinary usage-credit purchase, the direct Sales Participant earns twenty-five percent (25%) of its Net Receipt. Creator purchases, Presale Events, the participant’s own purchases and excluded transactions earn no referral commission under this Agreement. Section 6’s personal benefit remains separate.
Round the direct payee’s combined amount for each payment once to the nearest cent, with half cents rounded up. Round any qualifying second-level amount separately on its specified base; Portal retains the residual cents. No commission accrues on uncollected amounts. A refund or chargeback reverses the corresponding original commission proportionately, up to the original commission, preserving the original allocation evidence. A full reversal reverses the full original commission. A processor fee already charged is not deducted again in calculating the reversal; any unreturned original processing fee or additional dispute fee is borne by Portal, not converted into an extra charge to the commission base. Returned principal and reversed commission are never counted twice. Accrual and reversal entries remain separately visible. Rates are fixed for the agreed Term, subject only to mandatory law and the prospective activation conditions expressly stated below.
5.3 Author marketplace compensation. For an affirmatively listed skill authored by the Partner, the author earns seventy-five percent (75%) and Portal retains twenty-five percent (25%) of the sale’s Net Receipt, with the tax, actual-fee, rounding and reversal rules above. This is author compensation; no additional direct referral or second-level commission is stacked on that sale. Listing is voluntary under Section 7.4 and carries no promise of placement, customers or sales.
5.4 Conditional second level; attribution and exclusions. A Sales Participant who directly introduced another freely enrolled Sales Participant may receive five percent (5%) of the Net List Component of a qualifying subscription purchased by that introduced participant’s independent Direct Customer. It receives no percentage of the introduced participant’s commission. No second-level commission applies to a Setup Fee, top-up, other usage-credit purchase, markup, Creator purchase, marketplace sale or Presale Event. No third or more remote level is payable. For A introducing B, B introducing C, and C making a customer sale, only C as direct seller and B as C’s direct introducer may receive the applicable commissions; A receives none on that sale.
Second-level participation is inactive unless and until Portal has documented legal review of the actual plan, written acceptance by the payment provider of that disclosed plan, successful attribution and reversal-accounting acceptance, and positive measured direct contribution for the customer cohort to which activation will apply. Portal records the resulting activation notice, eligible cohort and prospective start time with the participant’s acceptance before displaying or accruing that benefit. Before activation the rate payable is zero, no second-level debt accrues and no retroactive entitlement is promised. Portal must not describe conditional compensation as already available. If the required provider acceptance is unavailable, the second-level feature does not launch; a change of label or payment method is not an approval. Any later prospective change requires signed agreement or a documented mandatory legal/provider restriction; lawful accrued amounts remain protected.
At most two program payees may attach to a qualifying payment. For customers prospectively enrolled under these terms with the required notice and consent, no separate public-inviter reward is stacked on this allocation. A public inviter receives the second-level amount only if it independently qualifies as the direct introducer under this Section, that level is active and the applicable consent is recorded; that amount is its sole reward on the payment. A conflicting pre-existing referral entitlement must be honored under its existing terms, and the transaction must not be enrolled in this new two-payee allocation without the required consent. Portal does not reduce an existing third party’s rights by this Agreement. Demonstrable attribution errors are corrected on retained evidence; paying customers are not moved to avoid compensation.
The Partner, its owners, controlled entities and Sales Participants receive no commission from their own purchases or purchases made to obtain or advance earning rights. Participant-funded, reimbursed, circular, duplicate, test, fraudulent or artificial transactions and refunded amounts are excluded. Portal retains customer payment, beneficial ownership, use, attribution and refund evidence and reviews purchase purpose rather than relying only on an attestation. No payment is made for recruitment, appointment, rank, access to a seller network or inventory accumulation. No sales target or product purchase conditions receipt of an otherwise earned commission; the Minimum Plan affects exclusivity only.
5.5 Balance, tax records and withdrawal. Eligible cash accrues within twenty-four (24) hours of the qualifying payment in the Partner Cabinet or, if its display is unavailable, in an itemized electronic statement supplied to the payee within that same period and reconciled to the Cabinet. A recorded statement must show the actual transaction and allocation; a demo or untested integration is not evidence of accrual. Cash becomes withdrawable fourteen (14) days after the payment, subject to documented refunds, chargebacks, legal restrictions and Section 11.5. The payee requests USD withdrawal through the approved Stripe Connect arrangement when its withdrawable balance is at least USD 50. The payee’s legal-name onboarding and required W-9 or W-8 documentation are payout conditions; missing documentation pauses payout without forfeiture or conversion into credits. Portal remains responsible for its applicable reporting and withholding duties even where a provider supplies reporting tools. Actual provider acceptance is required; this clause does not certify that a particular arrangement is approved or implemented.
Documented overpayments and reversed shares may be offset against future cash shares. A remaining deficit is repayable against an itemized invoice due within thirty (30) days; a timely dispute preserves unrelated accruals and follows Section 15.2. A final withdrawable balance below the minimum is paid on request after applicable holds and onboarding conditions are met.
5.6 Statements and review. Within five (5) Business Days after each calendar month Portal supplies a statement identifying the product, customer attribution, gross collection, tax, actual processing fee, net list and markup components where applicable, direct and any active second-level amounts, exclusions, reversals, holds and withdrawals. It does not expose another customer’s private conversations or Materials. Retained transaction records support the calculation and corrections. Once per contract year, on thirty (30) days’ notice, an independent accountant bound by confidentiality may review the prior twelve (12) months’ calculations. Portal corrects a verified underpayment within thirty (30) days. The quarterly Minimum Plan statement remains separately due under Section 16.3.
6. Personal presales and usage balances
6.1 Personal Presale Discount. During the Term the Partner receives a 50% discount on its own purchases in a "Presale Event": a time-limited offering expressly designated by Portal as a presale of prepaid Platform usage credits. The discount is off Portal's standard published cash price for the same package at that event, within the event's disclosed per-account cap. It applies only to the Partner's own account and usage, does not combine with other discounts unless the event expressly permits it, and generates no commission. Discounted presale credits cannot be gifted, transferred, redistributed or resold, including below Portal’s list price. Portal need not hold an event. Any investment or transferable digital-asset offering is outside this usage benefit and requires its own legally compliant documentation.
6.2 Separate balances. Usage credits represent closed-loop Platform usage at one credit per USD of retail usage. Purchased credits and any previously earned compensation credits do not expire. New cash shares under Section 5 cannot be converted into credit compensation. Purchased, earned and promotional balances are separately displayed; expiring promotional value is spent first. Mandatory redemption or refund rights remain available. Credits bear no interest and may not be sold or transferred except for permitted free promotional gifts under Section 6.3.
6.3 Promotional grant. At v1 delivery Portal funds 5,000 promotional usage credits for White Label or 50,000 total for Enterprise; the Enterprise amount replaces the White Label amount. No fee consideration is allocated to the grant. It is usable for the Deployment, seats and free community subscriptions, gift cards or vouchers, with no cash value except as law requires. The balance displays its promotional status and expiry twelve (12) months after funding. Free gifts state that status and expiry. Unused promotional value lapses on termination, subject to mandatory law. This does not expire purchased or earned balances. No recurring grant is promised on renewal.
7. Ownership, brand and interoperability
7.1 Portal owns the Engine, Platform software, base skills, white-label software and their improvements. The Partner retains its name, marks, Materials, authored skill content, customer relationships and independently developed systems. Use of the service does not transfer either party's underlying technology or create joint ownership. The Partner retains its authored skill content and independently developed vertical frameworks and business logic, and may reuse its own content and independently developed components on other infrastructure. Each party retains its pre-existing intellectual property.
7.2 Portal grants the Partner a non-transferable license during the Term to use and market the Deployment under its brand, subject to Section 2.4 and any exclusivity expressly granted under Section 16. The Partner receives no Engine source code, model weights or right to reproduce or sublicense the Engine. Portal claims no ownership in the Partner's independent systems, business logic or materials merely because they interoperate with the Deployment. The Deployment is the Partner's own-brand service under this operator license. The Partner develops its customer offering under its own marks; Portal supplies the Engine, implementation and support specified in this Agreement.
7.3 The Partner may connect its own frameworks through interfaces Portal makes available for the Deployment, subject to their documented security, privacy and technical requirements. The Partner may reuse its own content and independently developed components on other infrastructure. Bespoke integration, source access, migration engineering and new interface commitments require a separate signed scope. This Agreement restricts Portal's competing appointments only as Section 16 states; it imposes no general non-compete on the Partner.
7.4 The Partner licenses Portal to host, reproduce, index and use its Materials solely to build, operate and support its Deployment. Portal uses private Materials for no other customer's deployment; Portal and its subprocessors do not train, fine-tune or improve AI models on Partner Materials or on Customer Data under the Data Processing Addendum, and private content is used only for the documented Deployment purposes. Only for a skill the Partner affirmatively publishes in the marketplace does the license also permit delivery and execution for authorized buyers in their own Portal deployments; private unlisted Materials remain excluded. Buyer rights already granted for a purchased listed skill survive delisting to the extent of the disclosed purchase terms. Portal may use non-confidential suggestions to improve the Platform without compensation; this does not transfer the Partner's content or confidential information. The Partner chooses which of its authored skills, if any, to offer through Portal's marketplace. Sales of those listed skills pay a 75% author cash share, calculated under Section 5.3; placement, promotion, customers and sales are not promised.
7.5 The Partner licenses its marks solely to deliver and support the Deployment during the Term and the permitted wind-down. Portal attribution, if chosen, may be turned off at any time. Separate marketing or public use of either party's name or marks requires Section 9.2 consent. End users retain their own data and rights under Portal's privacy policy and applicable law.
8. Data protection and the user list
8.1 For Platform end-user data, Portal acts as the business or controller under its privacy policy. It does not sell that data or use it to train public foundation models. For Partner Materials processed on its behalf, the Partner is the business or controller and Portal is its service provider or processor under the Portal Data Processing Agreement at platform.portal.ai/legal/dpa. The exact DPA bytes, version and fingerprint provided before signature are retained with the Order. For this Deployment, Partner Materials are processed under that DPA; private end-user conversations remain outside the Partner’s access. Before intake, the Partner identifies authorized content and its permission to supply it; regulated or special-category data requires a separately agreed schedule before upload. The Partner is independently responsible for data it collects outside the Platform.
8.2 The Partner's user-list access is limited to name or handle, join date, plan, subscription status, payments and its own accruals. It does not include private conversations, files or AI output. The list may be used only to serve the Partner's community, verify shares and communicate lawfully with its users. The Partner will not sell it, share it for cross-context behavioral advertising, or combine it with other-source data for that advertising. It affords legally required privacy protection, honors relayed deletion or opt-out requests within ten (10) Business Days, permits reasonable compliance verification and notifies Portal if it can no longer comply. Portal may stop and remediate unauthorized use.
8.3 Each party notifies the other without undue delay and, where feasible, within seventy-two (72) hours after becoming aware of a personal-data breach affecting the other's data under this Agreement; for this Agreement a personal-data breach includes accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or unauthorized access to Partner Materials or Customer Data, whether or not unauthorized access is confirmed. Earlier mandatory notice duties remain applicable.
8.4 After termination, Portal returns or deletes Partner Materials at the Partner's written election within thirty (30) days. If the Partner elects the permitted wind-down, Materials necessary for that operation may be retained until it ends and are then returned or deleted within thirty (30) days. Backups clear on their ordinary protected cycle; legally required records are retained only for their required purpose. The Partner may retain a final permitted user-list export and receive the limited records needed to verify its tail. Portal retains user data under its own lawful basis; both parties continue to honor users' rights. A tail does not grant access to private user content.
9. Confidentiality and publicity
9.1 Each party protects the other's non-public business, technical and financial information with reasonable care, uses it only for this Agreement and discloses it only to people with a need to know who are bound to protect it. This duty lasts through the Term and five (5) years afterward; trade secrets remain protected while they qualify as such. It excludes information lawfully public, independently developed or received lawfully without restriction. Legally required disclosure is permitted, with advance notice where lawful and limited to what is required.
9.2 A public announcement, endorsement, case study or marketing use of the other party's name, marks, finances or relationship requires that party's prior written consent to the particular wording and use. Joint publicity requires both parties' consent. The stage-support clause is not advance approval of a statement or an endorsement of earnings.
9.3 Protected disclosures. Under 18 U.S.C. § 1833(b), an individual has immunity from federal and state trade-secret liability for a confidential disclosure to a government official or attorney solely to report or investigate a suspected legal violation, or in a sealed court filing. An individual suing for retaliation for reporting a suspected violation may disclose the trade secret to their attorney and use it in the proceeding if filed under seal and not otherwise disclosed unless ordered by a court. Nothing here restricts those protected disclosures.
10. Compliance and eligibility
10.1 Each party complies with applicable advertising, consumer-protection, anti-corruption, privacy, tax and export law. The Partner may not deploy regulated medical, legal or financial advice without Portal's written approval of the applicable compliance controls, or use the service for unlawful activity.
10.2 The Order records the Partner’s truthful business-eligibility statement, its stated basis and the factual evidence and legal basis on which Portal permits the transaction to proceed. An attestation is not independently verified evidence, statutory clearance or a waiver. For any claimed unrelated-sales exclusion, the relevant business is the actual purchasing entity; a common owner does not attribute another entity’s sales to it. Products or services used together with Portal’s product are not treated as unrelated merely because they belong to a different industry. Any required disclosure, waiting period, registration, escrow, security or other protection must be completed before the act for which law requires it. A full-payment commercial term never overrides those requirements. If a necessary fact or compliant route is not established, checkout cannot proceed on that basis. The free sales program and any second-level plan require their own factual legal and payment-provider review; a product-purchase eligibility statement does not approve that plan.
10.3 The Partner confirms that it and each disclosed owner of 25% or more are not US-sanctioned persons and that it is not owned, directly or indirectly, 50% or more in aggregate by blocked persons. It will not serve prohibited locations or persons and will comply with applicable export restrictions. Portal may screen at signing and during the Term and suspend affected service or payouts on a documented screening hit pending resolution. Lawful unrelated accruals are not forfeited.
11. Term, exit and the cash tail
11.1 The Agreement starts on the Effective Date and runs for twelve (12) months (the "Initial Term"). It renews for successive twelve-month "Renewal Terms" unless either party gives thirty (30) days' written non-renewal notice. Together these periods are the "Term." Renewal does not renew exclusivity, repeat implementation or authorize a new charge for a paid Enterprise extension. Non-renewal or convenience termination cannot defeat a Section 16.5 matching offer already received while that right applied; its election and execution period survives for that offer.
11.2 Either party may terminate for convenience on thirty (30) days' written notice. The Setup Fee is not refunded merely for convenience; accrued Section 4 remedies and mandatory rights remain available. Portal’s convenience termination under this Section is not available during the Initial Term; during the Initial Term Portal may end this Agreement only under Section 11.3 or suspend under Section 11.5, and may decline renewal under Section 11.1.
11.3 Either party may terminate for the other's material breach if it remains uncured ten (10) Business Days after written notice specifying the breach. A notice or termination does not waive accrued rights. Urgent protective suspension under Section 11.5 is distinct from termination for cause.
11.4 Customer-cohort tail. In this Section, termination means termination of the relevant sales participation, not merely cancellation of a separate paid product. Direct subscription and ordinary top-up shares on eligible Direct Customers first attributed before that termination continue while those customers keep making qualifying payments, including after the Partner’s voluntary exit. An activated second-level subscription share continues only for eligible end customers first attributed to the directly introduced Sales Participant, and admitted to the active second-level allocation, before termination of the upstream participant. Introducing a Sales Participant before termination does not create rights to that participant’s future newly acquired customers. Setup commissions already earned before termination remain payable; termination creates no new right to commissions on later new setup purchases. No third-level or perpetual right to future generations is created. The same statement, withdrawal and review rights continue, without an additional fixed time limit for the eligible existing-customer cohort. A valid Portal termination of sales participation for uncured material breach under Section 11.3 ends future tail accrual on that date, subject to mandatory law. Lawful amounts already accrued remain protected; suspension or a disputed allegation does not forfeit unrelated accruals. A documented legal or provider restriction is handled under Sections 5.4 and 11.5, without erasing lawful accrued amounts. A separately active free participation record continues to earn on qualifying new customers under Section 5 until that participation itself ends.
11.5 Wind-down and suspension. Portal keeps the Deployment running for ninety (90) days after termination to permit customer notice and transition, except insofar as that operation presents a reasonable, documented risk of fraud, unlawful activity, security harm or infringement. Portal may immediately suspend only affected functions or payments while reviewing such a risk, gives reasons and notice as soon as lawfully practicable and restores them when resolved. Suspension does not erase lawful unrelated cash or refund rights. Users retain their Portal accounts. Marks and Materials may be used only as needed for the permitted wind-down, then Section 8.4 applies. Promotional balances lapse as Section 6.3 states; purchased and earned balances retain their lawful protections. The Partner loses new-user onboarding and any exclusivity on termination; the tail remains governed by Section 11.4. Loss of onboarding through a terminated paid Deployment does not by itself terminate a separately active free participation record or prevent lawful new referrals under that record. Termination of sales participation must be separately identified; cancellation of a product alone is not that notice.
12. Warranties and the correction remedy
12.1 Each party warrants authority to contract and perform without violating another agreement. The Partner warrants that it has the rights required for its Materials and that they are lawful and accurate. Portal warrants reasonable skill and care and material conformity to Schedule A.
12.2 Portal re-performs to correct a material non-conformity reported within Section 2.3's period within seven (7) calendar days after the report. If it does not, Section 4.3's independent full-refund remedy applies. To the extent permitted by law, re-performance followed by that refund is the exclusive remedy for such non-conformity; this does not restrict another express obligation, accrued payment or non-waivable remedy.
12.3 Except for express warranties, the Platform is provided as is; to the extent permitted by law, Portal disclaims implied warranties including merchantability and fitness for a particular purpose. No number of registrations, paying customers, sales or earnings is warranted. AI output can be wrong and is not professional advice; users remain responsible for consequential use. These provisions do not require denial of any actual prior representation or excuse fraud.
13. Indemnity and limits of liability
13.1 The Partner indemnifies Portal against third-party claims arising from its Materials, marketing, unauthorized representations, misuse of user-list data or breach of Sections 3.3, 8.2 or 10. Portal indemnifies the Partner against third-party claims that the Platform as delivered and used as permitted infringes intellectual property. The protected party promptly notifies the other, permits its defense with suitable counsel and reasonably cooperates. Delay excuses the duty only to the extent of material prejudice. An agreement resolving a claim may not admit fault or impose non-monetary obligations on the protected party without its consent.
13.2 Neither party is liable for indirect, incidental, special, consequential or punitive damages or lost profits or revenue. Each party's aggregate liability is capped at the greater of the amounts paid or payable by the Partner under this Agreement in the twelve (12) months before the claim and ten thousand US dollars. For indemnity claims the cap is the greater of that amount and USD 100,000.
13.3 Neither the caps nor the damages exclusion applies to breach of confidentiality or Section 8.2's user-list obligations; the Partner's indemnity; fraud, willful misconduct or violation of law; liability that cannot lawfully be limited; or amounts owed under Sections 4 and 5. Unpaid Section 5 shares and other accrued payment debts are direct payment obligations, not lost profits or revenue. Portal’s intellectual-property indemnity remains within the indemnity cap. These limits do not reduce mandatory cancellation, refund, disclosure or other statutory rights.
14. Electronic signature, payment confirmation and the record
14.1 Partner signature. Before signature, the signer can inspect, correct, download and retain the complete Order and incorporated documents. The signer types their own full legal name and title and separately confirms acceptance, authority and electronic consent. That affirmative act signs for the named Partner; a limited joinder requires a separate affirmative act for its entity, which may follow the Order's Effective Date where the applicable Addendum so provides, and no licensed brand or Material of that entity is used before it. The parties intend electronic signatures and records to have legal effect under ESIGN and California's Uniform Electronic Transactions Act. Consent to this electronic transaction is not inferred merely from payment or code entry.
14.2 Automatic Portal countersignature. The Order remains signed_unpaid until a verified payment-provider webhook confirms the full Setup Fee and stated applicable tax as paid in USD for that Order’s own Checkout Session or invoice (“Payment Confirmed”), with the prerequisite legal and eligibility review recorded under Section 10.2. For bank transfer, the provider must report funds settled and applied to that payment, not merely initiated. The provider-supplied paying-account name must match the Partner legal name; an absent or mismatched name holds execution for human review. An initiated ACH or wire, bank instructions or browser redirect is insufficient. At Payment Confirmed, Portal's authorized electronic process automatically issues Portal's countersignature, links it to the unchanged signed package and records the Order as paid. The provider’s timestamp confirming that payment is the "Effective Date"; for bank transfer, this is when settled funds are applied to the Order’s payment. Portal separately records when its process issues the countersignature, including any later processing of the confirmation. Portal expressly authorizes and adopts that process as its act; an image of a handwritten signature is unnecessary. A cancelled Order cannot become effective through a late webhook.
14.2A Reversal. A refund, chargeback or bank return is appended to the Order with its date, payment reference and consequence. Before White Label v1 delivery, a reversal of the setup payment suspends Portal’s delivery obligations and ends the Term as if it had not commenced, subject to mandatory rights and reconciliation of the amounts actually retained. After delivery, the recorded reversal is handled under the payment, dispute and suspension provisions. Original assent, Effective Date, countersignature and executed bytes remain immutable historical evidence; a separately dated reversal notice accompanies subsequent downloads. A later successful payment never silently revives a reversed Order.
14.3 Durable executed copy. Portal automatically emails the executed Order, Master, Terms Appendix and applicable Addendum in downloadable, retainable form to each signing party's verified notice email. The email is initiated on countersignature and completed within two (2) Business Days; failed delivery is retried and the package remains available for download. The email includes signatures, timestamps, payment reference, the actual cancellation deadline and every incorporated document's version and SHA-256 fingerprint. Portal retains the exact signed bytes, consent, authority, entity, payment, cancellation and reversal records and reproduces them on request. The Order is evidence of these acts, not an irrebuttable waiver of error or fraud.
14.4 Access and consent. Electronic records require an email account, a current web browser and the ability to download, store or print PDF or HTML. The signer demonstrates access through the download/confirmation step before consent. Consent covers this Agreement, its Order, notices and payment records. Either party may request a paper copy without charge, update its email or withdraw consent to future electronic records by contacting the notice address. Withdrawal does not undo prior valid acts or waive any right; Portal arranges a lawful alternative for future required notices. Any additional consumer disclosure or consent required by law must be supplied before relying on electronic delivery.
14.5 The identified English package governs. A translated reading copy is a convenience, not an amendment. An executed copy in another file format remains an executed copy if it preserves the signed content and evidence. A new published version applies only to future Orders; an existing Order changes only by signed amendment.
15. Governing law and general terms
15.1 Law. California law, without its conflict-of-laws rules, and applicable federal law govern. The Federal Arbitration Act governs Section 15.2 to the extent applicable. ESIGN and any applicable federal preemption remain effective. Nothing waives a mandatory protection of the state where the Partner does business or otherwise attempts to choose away non-waivable law.
15.2 Disputes. Disputes relating to this Agreement are resolved by individual binding arbitration under the American Arbitration Association's Commercial Arbitration Rules before one arbitrator. The hearing is by video by default; on either party's request it is held in the county of the Partner's principal office. For a claim below ten thousand US dollars, Portal advances AAA fees exceeding a court filing fee. Class and collective proceedings and consolidation with other partners' claims are waived only to the extent enforceable. Either party may bring an individual small-claims case or seek urgent court relief for intellectual-property infringement, confidentiality breach or unauthorized system access. A non-arbitrable claim, including a form of relief that cannot lawfully be waived, remains in a court with jurisdiction; judgment on an award may be entered there. No separate pre-dispute jury waiver is imposed.
15.3 Notices and assignment. Notices go to the Order's email addresses, including [email protected], and ordinarily take effect on the next Business Day. Cancellation is effective when sent; any mandatory alternative method remains available. Portal's postal notice address is 541 Jefferson Ave, Ste 100, Redwood City, CA 94063. Neither party may assign without consent, except to a successor to substantially all its business or, for Portal, an affiliate, on written notice. The assignee assumes the obligations, including accrued and qualifying tail payments. The Partner reports a change of control within thirty (30) days.
15.4 Events beyond control. Neither party is liable for delay caused by events beyond reasonable control if it promptly gives notice, mitigates and resumes performance. This does not excuse payment, extend the cancellation period against the Partner or remove an accrued delivery-refund right.
15.5 Entire agreement and precedence. For this Order, the signed Addendum controls first, then the Terms Appendix, then this Master and its Schedules, then consistent selections in the Order; for the processing of Partner Materials, the Data Processing Addendum incorporated by Section 8.1 controls, except that the breach definition and notice in Section 8.3 apply to both documents. A later signed amendment controls what it expressly changes. The package supersedes prior proposals and discussions on its subject, while preserving non-waivable reliance and required disclosures and leaving unrelated signed agreements intact. Calls, chats and ordinary emails do not amend it. An expressly signed electronic amendment may. Written delivery acceptance, scheduling, notices, consents and Section 16 procedures may be performed by an authorized person's email where the relevant clause allows; they are not implied amendments. An unenforceable term is narrowed only as law permits and the rest remains; waiver must be in writing.
15.6 Survival. Accrued payment, cancellation and correction remedies, qualifying cash tails, balance protections, ownership, limited licenses needed for authorized buyers or wind-down, data duties, confidentiality, indemnities, liability limits, electronic records and dispute provisions survive to the extent and for the purposes stated. Exclusivity and the matching right after the Initial Term continue only as Section 16 expressly provides.
16. Exclusivity, the Minimum Plan and the matching right
16.1 Portal covenant. Exclusivity exists only if a signed Addendum grants it. The signed Addendum defines its Territory and business field; together they are the “Exclusive Field.” For twelve (12) months after the Effective Date, subject to this Section, Portal will not appoint or authorize another White Label or Midas Operator partner to market the same Platform deployment services for that Exclusive Field. Existing contractual rights must be specifically disclosed in the Order before signing; an undisclosed conflicting appointment cannot be used to defeat the grant. Portal reserves its own direct sales and service of existing users, general product availability and appointments outside the Exclusive Field. It may not route a competing partner appointment through a nominal direct sale to evade this clause. No general US, cross-industry or venture-studio exclusivity is granted. A separate customer Deployment introduced by the Partner and identified in its written consent is permitted within the Exclusive Field and is not a competing exclusive appointment. Portal contracts directly with that customer; no Engine sublicense or separate territorial exclusivity is implied. A freely enrolled referrer introduced by the Partner likewise receives no competing exclusive appointment. The Partner’s consent identifies the customer or referrer and the permitted scope before activation. This exception cannot be used to install an unrelated competing distributor or deprive the Partner of its agreed attribution.
16.2 Field Platform Receipts and Quarter. The Minimum Plan is the amount of Field Platform Receipts per Quarter stated in the signed Addendum. “Field Platform Receipts” are the amounts paid to Portal in a Quarter by genuine independent customers attributed to the Partner within the Exclusive Field — Setup Fees, Monthly Platform Fees, Business Twin and other subscription prices and ordinary top-ups — excluding sales and similar taxes, before payment-processing fees and before any share. Each payment must satisfy the independent-customer and economic-purpose protections in Sections 1.5 and 5.4. Exclude payments by the Partner, its controlled entities and the designated founding customer, internal and staff accounts, purchases for earning rights, participant-funded or reimbursed purchases, duplicates, tests, fraud and reversed payments. Free seller enrollment and registrations alone never count. A Quarter whose Field Platform Receipts reach at least eighty-five percent (85%) of its stated amount counts as met. Where the signed Addendum states a first-year cumulative amount: once cumulative first-year Field Platform Receipts of actual eligible cash reach it, the Partner may designate one completed missed Quarter as cured by written notice, whether the amount was reached before or after that Quarter ended; the cure is available once; if that miss was the sole reason protection lapsed, the Exclusive Field is restored prospectively for the unexpired portion of the original twelve-month period without a further signed renewal, Portal makes any intervening competing appointment expressly subject to this restoration and grants no right that prevents it; the cure does not cure another missed Quarter or another breach, does not operate retroactively, changes no money term and does not extend the original end date. Section 16.4 is subject to this rule.
A “Quarter” is a consecutive three-month period from the Effective Date, ending at 23:59 Pacific on the day before each successive three-month anniversary; where that anniversary date does not exist, use the month’s last day. The first Quarter includes implementation. Receipts count in the Quarter in which Portal collects them; they are not cumulative registrations or a promise of earnings. Portal accepts a business implementation Order only against recorded delivery capacity consistent with its binding deadlines.
16.3 Statement and review. Portal measures at 23:59 Pacific time on the Quarter's final day and issues the Field Platform Receipts total, its components by customer and product, and exclusions within five (5) Business Days. The statement identifies each counted payment, its attribution evidence, exclusions and any Portal-only delivery delay. A documented independent customer Order whose payment would have become payable and been collected in the Quarter under timely Portal performance receives a measurement credit for that Quarter only where the sole reason for its delay is Portal's missed binding delivery obligation; ordinary unpaid invoices, customer default, incomplete customer scope and customer-caused delay do not qualify; the statement records the Order, the due amount, the binding deadline and the causal evidence; the amount is credited once and is not counted again when later collected. A measurement credit is not cash: the first-year cumulative amount in Section 16.2 uses actual eligible cash collected during the first year only. If Portal alone misses a binding deadline for White Label v1 or for the required Business Twin publication and thereby prevents the agreed sales or onboarding from operating, that Quarter's stated amount is reduced in proportion to the documented blocked calendar days after the missed deadline, overlapping days counted once, before the fifteen-percent tolerance is applied; planned implementation and customer-caused delay receive no relief; this reduction is not combined with a measurement credit for the same effect and does not extend the original exclusivity end date. The original exclusivity end date is not extended by the adjustment. Meeting the Minimum Plan satisfies the condition for that Quarter only; the next Quarter uses the amount specified for it in the signed Addendum, and any change to that schedule requires signed agreement. A later missed Quarter remains subject to Sections 16.3–16.4; no single met Quarter guarantees the rest of the initial period. Exceeding it does not change the money terms. If the plan is missed, the parties hold a "Plan Review Meeting" within ten (10) Business Days after the statement and seek a written outcome: continuation, revised plan or release of exclusivity. A disputed total is addressed using the underlying attribution and payment records at that meeting; a timely supported dispute preserves protection while the disputed total is resolved on the retained records, never beyond the original end date, and any remaining calculation dispute is submitted within ten (10) Business Days after the meeting to a mutually appointed independent accountant for a determination limited to the recorded arithmetic and attribution, other disputes following Section 15.2. A later refund or chargeback is attributed to the Quarter in which it is recorded, linked to its original payment, without retroactively forfeiting a closed Quarter, and reduces the first-year cumulative amount once. If a statement is late, either party may initiate the review from supported records; Portal's failure to issue a statement does not itself cause a lapse.
16.4 No indefinite hold. Exclusivity continues pending that written outcome, but only until the earlier of the original exclusivity end date and thirty (30) calendar days after the quarterly statement. If no signed outcome is reached by then, exclusivity lapses prospectively. A missed plan or lapse alone neither changes Section 5's money terms nor terminates the Agreement. A new exclusive period or a changed plan requires a signed writing; silence does not extend it.
16.5 Right of First Refusal. After the initial twelve (12) months, while this Agreement remains in force and the Partner has no uncured material breach, Portal must, before accepting a bona fide third-party offer for a further exclusive appointment in the same Exclusive Field, give the Partner written notice of its material terms, including price, duration, scope and performance conditions. Portal may protect the third party's identity but must disclose enough to permit a match. The Partner has fifteen (15) Business Days after receipt to elect in writing to match all those terms. The parties then execute the corresponding extension within ten (10) Business Days of the conforming election; Portal may not award the appointment elsewhere after a timely conforming election, nor defeat a timely match by failing to execute. If the Partner declines or does not respond, Portal may accept that offer on terms no more favorable to the third party; a material improvement requires a new notice and matching window. Non-cash terms must be described with an objectively matchable equivalent. A notice of non-renewal or convenience termination cannot avoid a matching offer already received while this right applied; the matching and execution rights survive for that offer. This is a matching right, not automatic renewal, a right to compel an offer, or a restriction on Portal’s reserved direct sales.
16.6 Nature of the Minimum Plan. The Minimum Plan is the performance condition of the Exclusive Field and of nothing else: while the plan is met, the field remains protected under Section 16.1. A missed Quarter opens the Plan Review Meeting under Section 16.3 and may end exclusivity prospectively under Section 16.4; it creates no fee, damages, refund, acceleration or termination of the Agreement.
SCHEDULE A — PURCHASED SCOPE
A.1 Creator — USD 500
Creator is a separate card purchase under the terms displayed at its standard checkout. It does not require signature of this Master, grant territorial exclusivity or include the White Label or Enterprise scope. Any later Partner appointment requires its own accepted terms. Listing or marketplace sales are not bundled into this Setup Fee as a promise of an outlet or customers.
A.2 White Label Operator — USD 50,000 Setup Fee
A signed Addendum may state a different Setup Fee or an exemption from the otherwise applicable USD 2,500 Monthly Platform Fee under Section 4.7. A valid offer code is required before signature and payment. The purchased implementation scope below is separate from free referral participation.
| Included result | Delivery |
|---|
| Partner-branded web application and Telegram entry, name, logo, colors and configured voice; a Portal subdomain or supported Partner domain | White Label v1 |
| Private knowledge layer and up to ten (10) concurrent skills built from the Partner's authorized Materials | White Label v1 |
| Administrator document panel and user/community controls; Partner Cabinet showing retail prices, user attribution, payments, USD balance and Stripe Connect withdrawal | White Label v1 |
| Documentation intake, v1 handover and feedback, then final delivery with agreed feedback folded | Three two-hour sessions after the Effective Date (Payment Confirmed): intake within two (2) Business Days; v1 handover within four (4); final delivery within six (6) |
| Own-business and designated founding-customer business use; consumer offers only when requested and recorded | First deployment scope; independent customer companies require their own Portal Orders |
| Staff and contractor panels and remote handover; free referrers and independent company deployments remain distinct under Section 2.4 | Within five (5) Business Days after the Partner’s affirmative written v1 acceptance |
| Promotional usage grant under Section 6.3 | 5,000 credits at v1 delivery |
| Skill and document updates submitted through the panel | Published within three (3) Business Days, subject to content and safety review |
| Optional skill marketplace listing and public partner-directory listing subject to prior publicity consent | During the Term; no promised placement, leads or sales |
| Platform updates, cash shares and Personal Presale Discount | As Sections 2, 5 and 6 provide |
V1 acceptance checks. At handover, the Partner can (1) access its branded web and Telegram entry; (2) add an authorized document and retrieve its information through its Deployment without exposing another customer’s Materials; (3) manage a skill and a permitted user through its administrator panels; (4) view the agreed retail price, attribution, payment and USD-balance records in its Cabinet and reach Stripe Connect onboarding/withdrawal, subject to KYC and holds; and (5) retain the handover record identifying the version, Materials and any agreed limitations. These are the criteria for affirmative written v1 acceptance; later staff panels are separately due under Section 2.4. No fixture or demonstration is evidence that a real customer payment or withdrawal occurred.
A.3 Enterprise Operator — USD 250,000 Setup Fee
A valid offer code is required. The full Setup Fee is payable under Section 4.1. Unless a signed Addendum expressly exempts it, the ongoing platform carries the USD 7,500 Monthly Platform Fee under Section 4.7 after affirmative written v1 acceptance. Enterprise includes A.2’s implementation scope, with a total promotional grant of 50,000 credits replacing the White Label grant of 5,000 credits, plus the following separately defined engineer engagement and delivered-system updates. The A.2 monthly amount is replaced, not added, by the Enterprise monthly amount.
- One full-time implementation engineer assigned within ten (10) Business Days after the Effective Date for a thirty (30)-calendar-day engagement beginning on assignment. The Order records both dates and the engagement end.
- A written technical deployment plan agreed during the first week of that engagement, on Portal infrastructure or authorized Partner infrastructure; installation of the Midas Operator software, named function operators, agent-work administration and the included skills library within that engagement.
- Training in administering the delivered software, a weekly progress record and the final handover by the engagement end. This is technical assistance, not a prescribed method of operating or marketing the Partner's business.
- Updates of that delivered system for twelve (12) months from engagement delivery, on Portal's release schedule. Any paid continuation requires a new signed Order with price and scope; renewal of this Agreement alone authorizes no new charge.
Section 2.2 governs actual Partner-caused dependencies. Section 4.3 separately protects the v1 and Enterprise engagement deadlines. Content remains subject to Portal's standard safety review; Portal explains a refusal or removal.
SCHEDULE B — CUSTOMER-PAYMENT EXAMPLES
These examples assume no sales tax, discount or reversal and an illustrative processing fee of 2.9% plus USD 0.30. Actual recorded fees control. An eligible independent business buys White Label for USD 50,000: fee USD 1,450.30; Net Receipt USD 48,549.70; direct setup commission USD 24,274.85; no second-level setup commission; Portal retains USD 24,274.85 before its costs. This excludes a participant’s own or earning-right purchase.
A qualifying White Label monthly platform payment of USD 2,500 has fee USD 72.80 and Net Receipt USD 2,427.20. The direct share is USD 606.80. If the second level is active and applicable, it receives USD 121.36 and Portal retains USD 1,699.04 before costs; otherwise Portal retains USD 1,820.40. No customer markup is assumed in that example.
An optional consumer subscription at USD 149 retail with USD 99.99 recorded list price has fee USD 4.62 and Net Receipt USD 144.38. Allocate that net proportionately between list and markup; the direct share is USD 59.84. If eligible and active, the second-level share of the net list component is USD 4.84, leaving Portal USD 79.70 before costs; otherwise Portal retains USD 84.54. The direct formula does not add twenty-five percent of the whole payment to seventy-five percent of the markup.
A Business Twin subscription at USD 999 per year has fee USD 29.27 and Net Receipt USD 969.73. The direct share is USD 242.43; if the second level is active and applicable it receives USD 48.49 and Portal retains USD 678.81 before costs; otherwise Portal retains USD 727.30.
An ordinary USD 40 top-up has fee USD 1.46 and Net Receipt USD 38.54; the direct share is USD 9.64, the second-level share is zero and Portal retains USD 28.90 before costs. No example predicts customers, earnings or profit or imposes a consumer offer on the Partner.
SCHEDULE C — SUPPORT
Portal supports the Partner's administrators by email and ticket on Business Days, 09:00–18:00 Pacific time: acknowledgment within one (1) Business Day and a substantive response within two (2) Business Days. A Deployment outage is acknowledged within four (4) hours during those hours or one (1) Business Day otherwise. Portal applies its ordinary Platform monitoring and incident response; no separate uptime guarantee is created. Content publication follows A.2. The three implementation sessions and the operator-panel handover are included. Additional professional services cost USD 300 per hour in fifteen-minute increments only under a previously approved written scope and price. The Partner provides first-line user support.
SCHEDULE D — THE ORDER AND SIGNING RECORD
D.1 Parties. Portal AI, Inc., a Delaware corporation, 541 Jefferson Ave, Ste 100, Redwood City, CA 94063; notices: [email protected]. The Order states Portal’s incorporation state and confirms the Partner’s exact legal name, form and formation state; it records each party's authorized signer, title, principal address and notice email. The Founder Addendum identifies the Partner and the limited brand-licensor joinder; neither the code nor a prefilled name substitutes for confirmation.
D.2 Package and events. The Order records its unique ID; selected tier; brand; Setup Fee and tax; services/license allocation; the agreed fee and the dated basis and limitations of any price comparison; all incorporated versions and SHA-256 fingerprints; exact retained text; each separate assent and its timestamp; email verification; typed signatures, titles and authority; signing network address and user-agent evidence; the offer-code hash; the linked payment-provider session or invoice, payment and webhook IDs, verified USD amount and payment time; Portal's automatic countersignature; actual delivery and cancellation deadlines; the executed-copy delivery record and retries; and subsequent cancellations, refunds, chargebacks and corrections. Payment evidence is preserved even when an event does not complete the Order. No secret code is printed in the executed package. It also records the full-payment due date; any separate Monthly Platform Fee, its commencement and cancellation election or express exemption; product-versus-free-participation status; factual eligibility evidence and review basis; each direct customer attribution and any accepted second-level activation notice; and any applicable existing-referral consent.
D.3 Separate confirmations before signing.
- Acceptance: I have viewed and can retain the complete Midas Operator Agreement package, version 2026-10-04.12, including the Terms Appendix and the Addendum identified in this Order; I intend my typed name to sign it for the identified entity.
- Authority and identity: My name, title, entity facts and verified notice email are correct, and I have authority to bind that entity. Any second entity's joinder is separately confirmed in that capacity.
- Electronic consent: I can access, download and retain the displayed documents and consent to electronic execution and records under Section 14, including Portal's automatic countersignature upon confirmed payment.
- Business eligibility, only when factually true: I identify the actual purchasing entity and the products or services it sells that Portal does not supply and that it does not use with Portal’s products or services. I state the period covered, relevant gross sales and why the unrelated portion exceeds twenty-five percent, and provide the records on which I rely. The requested prior-twelve-month record is an evidence period, not a representation that every statutory exclusion uses that period. Another entity’s sales do not become this entity’s sales through shared ownership. My statement is not independent verification or legal clearance. If the required facts or another lawful route are not established, signature or payment does not proceed on that basis; required disclosures, waiting periods and payment protections remain applicable.
- Exclusive appointment, if selected: The Order identifies the agreed Territory and Exclusive Field, any existing conflicting rights expressly accepted before signature, the Field Platform Receipts unit and the Addendum’s quarterly amounts, and the procedure for consenting to introduced customer companies. No unexplained exception is inserted after signature.
- Product and free participation: This Order records whether I am purchasing only a product or have separately and voluntarily elected free sales participation. Product purchase alone creates no enrollment. Any free election identifies its separate acceptance record or the express Founder Addendum election and is not preselected as a condition of buying the product. I may participate without buying it. The recorded choice does not substitute for review of the purchase’s actual purpose or make an earning-right purchase commissionable.
D.4 Cancellation notice. The following notice appears prominently in the Order immediately above the signature field; its completed date also appears in the executed copy. Any additional notice or form required by mandatory law is supplied separately in its required form.
> You may cancel this contract for any reason by sending written notice to Portal AI, Inc., 541 Jefferson Ave, Ste 100, Redwood City, CA 94063, or [email protected], within three Business Days after the Effective Date. The deadline is 23:59 Pacific time on the date calculated and recorded in your Order. Cancellation by email is effective when sent. Timely cancellation ends any unpaid fee obligation. Within five Business Days after Portal receives your notice, it will return all sums paid under this contract. You may also cancel an unpaid Order before payment confirmation. Any longer or otherwise non-waivable statutory cancellation right remains available.
SCHEDULE E — FREE REFERRAL PARTICIPATION RECORD
A person or business may accept this record without purchasing any product. The record identifies its legal name, notice email, authorized signer if an entity, introducer if any, acceptance time and the exact terms accepted. Portal’s recorded acceptance activates free participation; no paid-order webhook, Setup Fee, Monthly Platform Fee or exclusive appointment is required or created. A paid Partner already participating under this Agreement need not buy or sign a second product to qualify.
The participant accepts Sections 1.5, 3.2–3.4, 5, 9–10, 11.3–11.4, and 14–15 to the extent applicable to free participation and its records. References to the Partner in those provisions include the free participant. Paid-delivery, paid-product renewal and fee provisions do not apply merely through this record. The participation term is twelve months from Portal’s acceptance, renews annually unless either party gives thirty days’ notice, and may be ended by either party on thirty days’ notice, subject to earned amounts, the specified customer-cohort tail, mandatory rights and the material-breach provisions. Section 5.4’s second-level conditions apply independently; free acceptance alone does not activate that benefit. No required product purchase or participant fee applies. Required tax and payment onboarding is completed before payout, without forfeiture of lawfully accrued compensation. Product purchases remain separate contracts for genuine use and are not a prerequisite or qualifying purchase for compensation.
Version 2026-10-04.12. This version does not amend an earlier executed Order. The signing record identifies the exact package and its file fingerprints.