Partner Agreement

1. Parties and acceptance
2. What you get
3. Your business is yours
4. The trial
5. Plans, billing and cancellation
6. What you agree to do, and not do
7. Your clients and their data
8. Data processing terms
9. What we agree to do
10. Ownership
11. Confidentiality
12. Using our name
13. Suspension, cancellation and what happens after
14. Disclaimers
15. Limitation of liability
16. Indemnities
17. Governing law and disputes
18. Changes to this agreement
19. General
20. Contact

1. Parties and acceptance

This Partner Agreement (the “Agreement”) is between Will Mulliken, trading as Firstpick (“Firstpick”, “we”, “us”) and the business that signs up for a partner workspace (“you”, the “Partner”). You accept it by ticking the box on the sign-up form, or by accepting a new version in your console. The person who ticks the box confirms that they are authorised to bind the business named on the form. Our Privacy Policy and, for your own use of our public site, our Terms of Service form part of this Agreement; if they conflict with it, this Agreement wins.

In this Agreement, the “Platform” is the software and service we run at https://firstpickscan.com: the scanning, the reports, the improvement plans, the outreach materials, the Academy, and the console. Your “Workspace” is your private instance of it, with its own database. Your “Partner Site” is the public page we serve for you under your own address on the Platform. “Engine Calls” are requests the Platform makes to AI assistants on your behalf, which is the unit your allowance is counted in. Your “Clients” are the businesses you deal with through the Platform, whether they came to your Partner Site, were found by a scan, or were added by you.

2. What you get

• A Workspace of your own. Its data lives in a separate database file from every other partner’s and from ours, and nothing in it is reachable from anyone else’s console.
• A Partner Site at your own address on the Platform, carrying your name, your contact details and your copy, with the free scan on it. It carries a “Powered by Firstpick” line in its footer and nothing else of ours.
• The Platform: market scans, the scan report for every business, the improvement plan, the outreach plan and presentation, the proposal, the client checklist, and the Academy, all under your name where a client sees them.
• An allowance of Engine Calls each billing period, as your plan says, made on our API keys and at our cost. That, rather than the software, is most of what the subscription pays for.
• Terms for your clients. Your Partner Site carries a Terms of Service and a Privacy Policy in your name, built from the identity you enter, and your console fills in a Client Services Agreement for each client. Section 7 says how to use them.
• Export at any time. Everything in your Workspace, as spreadsheets and as the database itself, from the console, whether or not you are paying.

We give you a non-exclusive, non-transferable licence to use the Platform for your own business of measuring and improving how AI assistants recommend businesses, for the term of this Agreement. You may not sublicense it, share your login, or let anyone outside your business use your Workspace.

3. Your business is yours

You are an independent business, not our employee, agent, franchisee or joint venturer. You decide what to charge, who to approach, what to promise, and how to do the work. You contract with your Clients in your own name; we are not a party to those contracts and owe your Clients nothing under them. Nothing here gives you a territory or an exclusive right to any town or trade, and nothing stops us or other partners working anywhere. You are responsible for your own taxes, licences, insurance and compliance.

4. The trial

A new Workspace starts with a 7-day trial. No card is taken and nothing is charged. The trial includes 24 Engine Calls, about 2 market scans at the default size, whatever plan you picked at sign-up; the plan you picked is what you will be billed for if you subscribe, not a budget you have been handed. When the trial ends, or its allowance is used, scanning pauses until you pick up a plan. Your console, your data and your Partner Site stay exactly as they are; only the part that costs us money stops. The trial does not convert to a paid plan on its own.

5. Plans, billing and cancellation

How billing works. A paid plan is billed monthly in advance, by card, through Stripe. It renews automatically each month, at the price above, until you cancel. By subscribing you agree to that. Stripe’s own terms apply to the payment. Prices exclude any sales tax that applies.

Your allowance. Each billing period starts with your plan’s allowance. Engine Calls are counted when a scan is queued, because that is the last moment we can still refuse it; calls a scan planned but never made are given back. Unused calls do not carry over. Scans that need more calls than you have left are refused until the period resets or you move up a plan. A free scan a visitor runs on your Partner Site counts against your allowance, so the console lets you cap those per day.

Cancelling. You may cancel at any time from your plan page in the console, which opens Stripe’s billing portal, and the cancellation takes effect at the end of the period already paid for. We do not refund partial months, except where the law requires it or where we ended the Agreement without cause. You may change plan the same way; a change up takes effect at once, and a change down at the next period.

Failed payments. If a payment fails, scanning pauses until it goes through. Your console, your data and your Partner Site stay available while you sort it out.

Changes to prices or plans. We may change a plan’s price or allowance with at least thirty days’ notice by email to your account address. The change applies from your first billing period after the notice period ends. If you do not want it, cancel before then and it never applies to you.

6. What you agree to do, and not do

You will:

• Comply with the law where you operate, in particular the laws that govern how you reach people. For email that is the CAN-SPAM Act: every commercial message identifies you, carries a working postal address and a way to opt out, has an honest subject line, and opt-outs are honoured within ten business days. For calls and texts it is the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the National Do Not Call Registry and the state equivalents, several of which cover calls to businesses. The Platform gives you the words; you are the sender.
• Keep your identity complete. The name you sign with, a reply-to address and a postal address, because the messages the Platform writes for you carry them and the law requires them.
• Be honest with Clients. Never promise that an assistant will name a business, or a number it will reach. Present scan results as what they are: what third-party AI systems said on a given day, measured with uncertainty. Never present AI-generated text as a human’s. Comply with the FTC Act and your state’s consumer-protection law in everything you say to sell.
• Follow the platforms’ rules when you work on a Client’s Google Business Profile, Yelp, Bing Places, directories or website: no fake, bought or incentivised reviews, no suppression of genuine ones, no claims the business cannot back, nothing that breaks a platform’s terms. The FTC’s rule on consumer reviews applies to you and to your Clients.
• Have authority before you act on a Client’s accounts or website, in writing. The Client Services Agreement the console fills in is written to give it.
• Give your Clients terms and a privacy policy. The ones your Partner Site carries, or your own that say at least as much, including that the Platform stores and processes their information for you.

You will not:

• use the Platform to harass, defame or deceive anyone, or to scan businesses in order to harm them;
• send unsolicited messages in bulk, or to people who have opted out;
• resell, rent or share access to the Platform, or use it to build a competing measurement product;
• copy, republish or sell the Academy, the templates or the reports other than in delivering your own services to your own Clients;
• interfere with the Platform, try to reach another workspace or our own, or work around the allowance;
• use the Platform for decisions about credit, employment, housing, insurance or anything else where the law regulates automated decisions about people.

7. Your clients and their data

When a business runs a scan on your Partner Site, hires you, or is found by a scan you run, you are the business it is dealing with, in the sense privacy law uses: you decide why its information is collected and what is done with it. We are your service provider, or processor. We store and process that information to run the Platform on your instructions and for nothing else. Section 8 sets out what that means.

Because your Clients deal with you, they need to be able to read your terms and your privacy policy, and to send you privacy requests. Your Partner Site carries both documents in your name, built from your identity settings; keep those complete, including the state whose law you choose. When a Client asks you what you hold about them or asks you to delete it, the console lets you find and remove it; ask us if you need help, and we will.

8. Data processing terms

These terms apply to all personal information in your Workspace and on your Partner Site (“Client Data”). They are written to meet what the California Consumer Privacy Act and its regulations require of a contract with a service provider, and to serve the same role under other states’ privacy laws.

1. Purpose. We process Client Data for one business purpose only: operating the Platform for you, which means running the scans you request, reading the web pages the scans need, storing the results, building the reports, plans, proposals and messages, serving your Partner Site, supporting you when you ask, keeping the Platform secure, and fixing problems. You disclose Client Data to us for that purpose and no other.
2. No selling or sharing. We will not sell Client Data, and we will not share it for cross-context behavioural advertising.
3. No other use. We will not retain, use or disclose Client Data for any purpose, commercial or otherwise, other than the purpose above, or outside our direct business relationship with you, except as the CCPA and its regulations expressly permit.
4. No combining. We will not combine Client Data with personal information we receive from anyone else, or collect ourselves, except as those laws permit for the purpose above. Each Workspace is a separate database for exactly this reason.
5. Compliance and security. We will comply with the CCPA and other applicable privacy law in the way we process Client Data, and provide the same level of protection it requires of you: encrypted connections, hashed credentials, separated storage, and access limited to the people who run the Platform.
6. Helping with requests. When a Client exercises a privacy right with you, we will help you respond: the console lets you find, export and delete what you hold, and we will do the rest on request within ten business days.
7. Subcontractors. We use the providers listed in our Privacy Policy, section 4, to run the Platform: the AI assistant providers, a hosting provider, an email provider, Stripe for billing, and Google Maps Platform where switched on. Each processes Client Data under written terms that impose obligations consistent with these. We will tell you by email before adding a new category of provider; if you object and we cannot resolve it, you may cancel and section 13 applies.
8. Telling you. We will tell you if we decide we can no longer meet these obligations, and we will tell you without undue delay, and within seventy-two hours of confirming it, if we learn of unauthorised access to Client Data, with what we know and what we are doing.
9. Your right to check. Once a year, on thirty days’ notice, you may ask us to confirm in writing how we process Client Data and to answer reasonable questions about it, and you may take reasonable and appropriate steps, agreed between us, to confirm it. If you reasonably believe we are using Client Data in a way this Agreement does not allow, you may tell us, and we will stop and put it right.
10. Return and deletion. You may export all Client Data at any time. When your account closes, section 13 says when the Workspace is deleted. Deletion covers our copies and our subcontractors’, except what the law requires us to keep, which stays subject to these terms.

Anonymised, aggregated information about how the Platform is used, which cannot identify a Client or a person, is not Client Data, and we may use it to run and improve the Platform.

9. What we agree to do

• Run the Platform with reasonable skill and care, and keep your Workspace separate from every other.
• Make the Engine Calls your plan allows, on our keys and at our cost, and give back the ones a scan planned but never made.
• Serve your Partner Site under your name, and keep our name off it other than the line in the footer.
• Let you export everything at any time, and support you by email at the address below.
• Tell you before we change something that affects how you work, where we reasonably can.

We do not promise that the Platform will be available at all times or free of errors; it is run by a small business, it depends on the AI providers and hosting companies behind it, and it needs maintenance. We do not offer service-level credits.

10. Ownership

Your Workspace data is yours: the scans, the answers recorded, the leads, prospects, clients, notes and everything derived from them for your business. You give us the licence we need to store and process it to run the Platform. The Platform is ours: the software, the method, the templates, the Academy, the reports’ structure and design, and our marks. Under this Agreement you may use the plans, reports, messages and guides the Platform produces in delivering your services to your Clients, under your own name, and you may not otherwise copy, publish, sell or sublicense them. If you send us suggestions, we may use them without obligation.

11. Confidentiality

Each of us will keep the other’s confidential information confidential and use it only for this Agreement. Ours includes the Academy, the templates, our pricing to partners, our measurements of cost and margin, and anything not on our public site. Yours includes your client list, your prices and your Workspace. Confidential information does not include what is public, already known, independently developed, or lawfully received from someone else. Either of us may disclose it when the law requires, after telling the other where allowed. This section lasts three years after the Agreement ends, and for as long as the information is a trade secret.

12. Using our name

You may say that your business is a Firstpick partner and that your service runs on Firstpick. You may not use our name or marks in any other way, imply that we are a party to your engagements or vouch for your work, or register names or domains containing our marks. We will not name you as a partner publicly without your agreement.

13. Suspension, cancellation and what happens after

By you. You may cancel at any time, as section 5 says. You may close your account entirely by writing to us.

By us. We may suspend scanning at once, and tell you why, if a payment fails, if we reasonably believe you are breaching section 6, if your use puts the Platform, other partners or us at legal risk, or if the law requires it; suspension lifts when the cause is fixed. We may end this Agreement for breach if you do not fix it within fourteen days of our telling you, or without cause on thirty days’ notice, in which case we refund any period paid for and not used.

After. When your subscription ends for any reason, your console and the export stay available to you for at least thirty days so you can take everything. Ninety days after your account closes, or sooner if you ask, we delete the Workspace, including its database and its Partner Site, except what the law requires us to keep. Sections 3, 8, 10, 11, 12 and 14 to 20 survive.

14. Disclaimers

15. Limitation of liability

16. Indemnities

By you. You will defend and indemnify us, and pay any damages, costs and reasonable attorneys’ fees finally awarded or agreed in settlement, for claims by third parties, including your Clients, the people you write to or call, and regulators, that arise from your services, your messages, your breach of section 6 or of the law, or content you or your Clients supply.

By us. We will defend and indemnify you, on the same terms, for a claim by a third party that the Platform itself, used as this Agreement allows, infringes that party’s United States patent, copyright or trademark or misappropriates its trade secret. This does not cover claims arising from your content, your Clients’ content, what the AI assistants say, or your use in breach of this Agreement. If such a claim is made, we may modify the Platform, obtain a licence, or end this Agreement and refund any period paid for and not used.

The indemnified side must tell the other promptly, let it control the defence and any settlement that does not admit fault on the indemnified side’s behalf, and help reasonably.

17. Governing law and disputes

This Agreement is governed by the laws of California, without regard to conflict-of-laws rules. If either of us has a dispute with the other, we will first tell the other in writing and try to resolve it informally within thirty days.

Arbitration. Any dispute not resolved informally will be settled by binding arbitration on an individual basis, administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, held in California or by video. The arbitrator applies the law above and may award what a court could. Either of us may instead bring an individual claim in a small-claims court with jurisdiction, and either of us may ask a court for an injunction to protect intellectual property or confidential information. You may opt out of arbitration by emailing firstpick.scans@gmail.com with the words “opt out of arbitration” within thirty days of first accepting this Agreement; nothing else changes if you do.

No class actions. Disputes are resolved one at a time; neither of us will bring or take part in a class, collective or representative proceeding against the other. If a court decides this cannot be enforced for a particular claim, that claim goes to court and the rest of this section still applies.

Anything not sent to arbitration will be heard in the state or federal courts located in California, and each of us consents to their jurisdiction.

18. Changes to this agreement

We may change this Agreement. Each version carries its number and effective date at the top. We will email you at your account address at least thirty days before a material change takes effect, and your console will ask you to accept the new version; a change to prices or allowances follows section 5. If you do not accept, you may cancel before the change takes effect and the old version applies until then. Continuing to use the Platform after the effective date is acceptance.

19. General

This Agreement, with the documents it incorporates, is the whole agreement between us about the Platform, and replaces anything said before it. If any part is found unenforceable, the rest stands. Our not enforcing a term is not a waiver of it. You may not assign this Agreement without our written consent, which we will not unreasonably withhold for a sale of your business; we may assign it to a successor to ours, and will tell you. Notices go by email: to us at the address below, to you at your account address, and count as received the next business day. You agree that electronic acceptance, including ticking a box, has the same effect as a signature, and that we may keep a record of it. Neither of us is liable for delay caused by events outside our reasonable control, other than the obligation to pay. Nobody other than you and us has rights under this Agreement.

20. Contact