These Terms and Conditions ("Agreement") govern the participation of entities or individuals ("Licensee") in Voxr AI Corp ("Voxr") Agency Program.

Effective Date: The date of acceptance or electronic signature by the Licensee.

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1. Purpose

This Exhibit governs the participation of Licensees in the Voxr Agency Program. It supplements and is incorporated by reference into the Voxr Partner Programs General Terms of Service (“General ToS”). In the event of conflict, this Exhibit shall control with respect to the Agency Program.

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2. License and Resale Rights

1. Voxr grants Agencies a non-exclusive, non-transferable license to resell Voxr services under their own brand, subject to the terms of this Exhibit and the General ToS.
2. Agencies must maintain an active Voxr subscription in good standing in order to exercise resale rights.

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3. Agency Tiers and Eligibility

1. Agencies shall be classified into tiers based on client volume and monthly recurring revenue.
2. The current tiers are as follows:
   
   1. Starting Gate: fewer than 10 Clients and less than $5,000 per month.
   2. Pace Setter: 10 or more Clients or $5,000+ per month.
   3. Sprint Pro: 25 or more Clients or $15,000+ per month.
   4. Lap Master: 50 or more Clients or $30,000+ per month.
   5. Track Master: 100 or more Clients or $60,000+ per month.
   6. Finish Line Partner: 200 or more Clients or $120,000+ per month.
3. Voxr shall evaluate Agency tier status on a monthly basis. Once a tier level has been achieved, the Agency shall not be downgraded except in cases of inactivity for one or more fiscal quarters.

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4. Compliance Obligations

1. Agencies shall comply with all applicable laws and regulations, including but not limited to the TCPA, CAN-SPAM Act, GDPR, CCPA, FTC rules, and applicable state consumer protection laws.
2. Agencies shall not:
   
   1. Create fraudulent accounts, engage in self-referrals, or falsify sales.
   2. Misuse Voxr services in a manner that disrupts system integrity, including unauthorized robocalls, spam, or abuse of APIs.
   3. Misrepresent Voxr services or use Voxr branding without authorization.
   4. Poach clients from other Agencies in bad faith or circumvent Voxr’s revenue-sharing structure.
   5. Access, use, or share customer data in violation of applicable data protection laws.
3. Voxr reserves the right to implement compliance measures including, but not limited to, IP/device tracking, data monitoring, and a thirty (30) day hold on commission payouts.
4. Violations of this section shall constitute a Material Breach and may result in termination, forfeiture of pending commissions, repayment of discounts, liability for damages, and recovery of attorneys’ fees.

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5. Account Ownership and Subaccount Handling

1. Agencies retain ownership of their commercial client relationships and billing arrangements.
2. Voxr retains ultimate ownership of all platform accounts, subaccounts, and customer data, subject to Section 11 of the General ToS.
3. Agencies are responsible for providing first-line customer support to their Clients.
4. Upon termination, Voxr shall disconnect Agency access to its account and subaccounts. Voxr may, in its sole discretion, migrate subaccounts to another Licensee, provide direct support, or terminate subaccounts without obligation.

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6. Pricing and Subscription Terms

1. Agencies shall adhere to Voxr’s Minimum Advertised Pricing (MAP).
2. Subscription levels are as follows:
   
   1. Sapphire: $1,497.99 per month
   2. Emerald: $2,497.99 per month
   3. Obsidian: $7,097.99 per month
3. Each subscription level includes defined allocations of phone numbers, minutes, users, campaigns, assistants, knowledge bases, and concurrent calls, as specified in Addendum A.
4. Agencies may purchase additional allocations of resources at published rates.

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7. Revenue Sharing and Commissions

1. Agencies shall participate in revenue-sharing based on their tier:
   
   1. Starting Gate: 80% Agency / 20% Voxr
   2. Pace Setter: 82% Agency / 18% Voxr
   3. Sprint Pro: 85% Agency / 15% Voxr
   4. Lap Master: 87% Agency / 13% Voxr
   5. Track Master: 90% Agency / 10% Voxr
   6. Finish Line Partner: Custom agreement
2. Minute discounts shall be available based on tier, with additional discounts on bulk purchases at higher volumes.
3. Commissions shall be calculated on a net revenue basis, after refunds.
4. Commissions shall be payable monthly on or about the fifteenth (15th) day for the prior month’s earnings, following a thirty (30) day verification period.
5. Minimum payout threshold: $50.
6. Payment methods shall include ACH transfer or PayPal.
7. Agencies are solely responsible for reporting and paying all applicable taxes.

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8. Payment Terms

1. Commission payments shall be processed monthly on or about the fifteenth (15th) of each calendar month for verified earnings from the prior month.
2. A thirty (30) day verification and reconciliation period shall apply before funds are released.
3. Minimum payout threshold: $50.
4. Payment methods shall include ACH transfer or PayPal, subject to availability.
5. Agencies shall be solely responsible for providing accurate payment and tax information and for complying with all applicable tax obligations.

9. Early Termination Obligations

1. In addition to Section 5 of the General ToS, Agencies that terminate early or are terminated for cause shall repay the full non-discounted value of all services, discounts, and promotional benefits received, including onboarding services, training programs, and discounted rates.
2. Agencies shall remain liable for any unpaid monthly fees, prorated charges, outstanding commissions, and costs incurred by Voxr in managing disputes or customer issues.
3. Voxr may withhold final payouts to offset such obligations.
4. Voxr reserves the right to seek arbitration or legal remedies to recover outstanding amounts, including attorneys’ fees and costs.

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10. Performance Reviews

1. Agencies must maintain minimum sales and activity benchmarks as determined by Voxr.
2. Voxr shall conduct quarterly performance reviews and may downgrade or terminate Agencies that fail to meet benchmarks.

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11. Client Responsibilities

1. Agencies shall provide first-line customer support to their Clients.
2. In the event of Agency termination, Voxr may:
   
   1. Terminate Client services;
   2. Migrate Clients to another Agency; or
   3. Convert Clients to direct Voxr customers.

12. Miscellaneous

1. Voxr All capitalized terms not defined in this Exhibit shall have the meanings assigned in the General ToS.
2. Voxr may amend the Agency Program Terms in accordance with Section 17 of the General ToS. Continued participation following notice of amendment shall constitute acceptance of the revised terms.

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By executing this Agreement or completing signing up to Voxr, the Licensee acknowledges that it has read, understood, and agrees to be bound by the terms set forth herein and in the applicable program exhibits.

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