Authorized Reseller Agreement

1. Introduction and Appointment

This Reseller Agreement ("Agreement") is entered into between Crinoid Investments Limited, operating as AI Agents Ke ("Company", "We", "Us"), and the registered Reseller ("Reseller", "You"). By creating a reseller account, you are granted a non-exclusive, non-transferable right to market and sell AI Agents Ke services to third-party clients ("End-Users") subject to the terms herein.

2. Pricing, Margins, and Compensation

• Pricing Control: We provide the underlying AI Agents Ke services at an official wholesale base price. As a Reseller, you retain the independent right to determine the final retail price offered to your End-Users.
• Earnings Structure: Your compensation consists exclusively of the margin difference between the official AI Agents Ke base price and the retail price you establish for your client.
• Wallet Crediting: Earnings will automatically reflect in your AI Agents Ke Reseller Wallet only after an End-User successfully clears payment for their subscription or service tier through our integrated billing APIs.

3. Payouts and Withdrawals

• Processing Time: Upon initiating a withdrawal request from your Reseller Wallet, funds will be processed and disbursed within a maximum of twenty-four (24) hours.
• Disbursement Methods: Withdrawals are strictly facilitated through authorized channels, specifically M-Pesa or standard bank transfer, utilizing the financial details registered to your Reseller profile.

4. Infrastructure Control and Service Provisioning

• Administrative Authority: To ensure platform stability and security, Crinoid Investments Limited retains absolute and exclusive control over the core infrastructure.
• End-User Management: The Reseller acknowledges that they do not possess the system permissions to activate, suspend, or delete an End-User’s dashboard, workspace, or conversational AI bot. All lifecycle provisioning, suspension, and deletion actions are executed solely by AI Agents Ke Administration.
• Support: The Reseller serves as the primary point of contact for their End-Users regarding retail billing and general inquiries. Technical platform issues must be escalated by the Reseller to AI Agents Ke Administration.

5. Brand Representation and Acceptable Use

• Fair Representation: You agree to market the AI Agents Ke platform fairly, accurately, and professionally. You shall not make unauthorized, false, or misleading claims regarding the capabilities, integrations, or performance of the conversational AI bots or the Ella Engine.
• Brand Protection: You shall not engage in deceptive practices or utilize the AI Agents Ke brand in a manner that disparages Crinoid Investments Limited or brings the platform into disrepute.

6. Compliance and Liability

• Financial Liability: Because all End-User billing is processed through secure, third-party APIs, AI Agents Ke is not liable for payment gateway failures or End-User chargebacks. Margin payouts are contingent strictly upon settled funds.
• Termination: AI Agents Ke reserves the right to suspend or terminate this Agreement and your Reseller account immediately if you breach any terms, misrepresent our services, or engage in fraudulent activities.