Partner & Reseller Agreement

Scale & Success AI
Hilgart Enterprises, LLC

Effective Date: 12/15/2025

This Partner & Reseller Agreement (“Agreement”) is between Hilgart Enterprises, LLC (“Company,” “we”) and you (“Reseller,” “Partner,” “you”). It supplements the Scale & Success AI Terms of Service. In case of conflict, the Terms of Service control.

By participating in the Partner or Reseller Program, you agree to the following:

Relationship of the Parties

You are an independent contractor, not an employee, agent, or franchisee of the Company.

You have no authority to bind the Company to any contract, promise, or obligation.

License to Sell Access

We grant you a limited, revocable, non-exclusive right to:

Resell access to the Platform (via sub-accounts) to your own clients

Charge your own fees and package your own services around the Platform

You may not:

Represent that you own the Platform

Represent that you are the software publisher or that clients are contracting directly with Hilgart Enterprises, LLC (unless we agree in writing)

Branding and Representation

You may describe yourself as a “Scale & Success AI Partner” or “Scale & Success AI Reseller,” but not as an owner or principal of the Platform.

You may not use the Scale & Success name or logo in a way that suggests you are the Company.

You may not register domain names confusingly similar to our trademarks or mislead the public about your relationship to us.

Client Responsibility

You are solely responsible for:

Your pricing, packaging, and contracts with your clients

Your marketing practices and compliance with all laws

Support obligations you choose to provide

Delivering any promised services to your clients

We are not responsible for:

Promises you make to your clients

Your billing practices or disputes

Refunds or credits you owe to your clients

Compliance with Laws

You agree to:

Follow all applicable laws, including telemarketing, privacy, anti-spam, and consumer protection laws

Not use or enable unlawful use of the Platform

Cooperate with us in any investigation of potential misuse

Sub-Account Ownership and Control

All sub-accounts are technically owned by Hilgart Enterprises, LLC. We may:

Suspend or terminate sub-accounts for abuse, non-payment, or legal violations

Transfer sub-account control where legally required or appropriate

We strive to work with you as the primary handler of your clients but retain ultimate control to protect the Platform.

Fees and Payments

You are responsible for paying your subscription fees and any usage fees.

You may charge your clients any amount you choose. You keep the spread between what you pay us and what your clients pay you.

Failure to pay your own subscription or usage fees may result in suspension or termination.

No Franchise or Exclusive Territory

This Agreement does not create:

A franchise

An exclusive territory

Any guarantee that we will not allow other resellers in your niche or region

Indemnification

You agree to indemnify and hold harmless Hilgart Enterprises, LLC from:

Claims by your clients

Claims arising from your marketing or usage of the Platform

Legal violations, misrepresentations, or negligence by you

Term and Termination

This Agreement remains in effect as long as you are an active Partner/Reseller and your account is in good standing.

We may terminate or suspend this Agreement, or your participation in the Partner/Reseller Program, at any time, with or without cause.

Upon termination, you must stop representing yourself as a Partner/Reseller and remove any misleading branding.

Governing Law

This Agreement is governed by the laws of the State of Nevada, with disputes handled via the arbitration and venue provisions in the Scale & Success AI Terms of Service.