These Viktor Implementation Specialist Program Terms (the "Program Terms" or "Terms") govern participation in the Viktor Implementation Specialist program (the "Program"), operated by Zeta AI, Inc., a Delaware corporation doing business under the commercial name "Viktor," located at 2810 N Church St, PMB 20589, Wilmington, Delaware 19802 ("Provider," "Viktor," "we," "us," or "Zeta AI").
By submitting an application and being approved, or by using your partner link or the Viktor Implementer Hub (the "Hub"), whichever occurs first, the independent business participating in the Program ("Specialist," "you") agrees to be bound by these Terms. The individual accepting these Terms represents and warrants that they are authorized to bind the Specialist. Provider and Specialist are each a "Party" and together the "Parties."
These Terms, together with the commercial terms published separately in the program offer sheet and the Hub (the "Offer Sheet") and Provider’s brand guidelines and asset files (the "Brand Guidelines"), constitute the agreement between the Parties with respect to the Program (the "Agreement"). Where a signed agreement between the Parties covers the same subject matter, that agreement prevails.
1.1 Nature. The Program compensates Specialist for customer referrals and provides training, materials, and access to Provider’s team, so that Specialist may conduct Viktor implementation work as its own business.
1.2 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates any employment, agency, partnership, franchise, joint venture, or fiduciary relationship. Specialist has no authority to sign, promise, commit on behalf of the Provider or otherwise bind Provider in any manner.
1.3 Non-Exclusivity. The Program is non-exclusive for both Parties. Specialist may work with other tools and vendors, and Provider may operate other programs, engage other specialists, and sell directly to any customer, including customers introduced by Specialist.
1.4 No Allocation of Leads. Provider does not assign, allocate, or promise leads, accounts, or territories. Any inbound matching between Specialist and prospective clients can be made in Provider’s sole discretion.
1.5 No double counting. Respective Specialist can participate only in one referral or partnership program at the same time. When participating in the Program, the Specialist shall not be eligible to any other remuneration, bonus or award that is reserved for partners participating in any other referral / partnership program.
2.1 Offer Sheet. The commercial terms of the Program - including the revenue-share rate, revenue-share period, customer discount, activation bonus tiers, and any bounties, are set out in the Offer Sheet, which is incorporated into these Terms by reference and may be updated by the Provider in its sole discretion from time to time, in accordance with Section 2.11 without reissuing these Terms.
2.2 Revenue Share. Specialist earns a percentage of net revenue from each referred customer, for a fixed period per customer, on subscriptions and top-ups, tracked through Specialist’s personal partner link and paid monthly in cash through Provider’s partner platform (Dub). Credits in lieu of cash are available on request, granted monthly at subscription rates.
2.3 Customer Discount. Customers who sign up through Specialist’s link receive a one-time discount in the amount stipulated in the Offer Sheet and amended from time to time.
2.4 Activation Bonus. Provider pays one bonus per net-new company that Specialist converts to a paid subscription, in accordance with the Offer Sheet, as amended from time to time. The amount of the activation bonus is calculated based on that customer’s plan and is payable after the customer’s second consecutive paid month and net of refunds and chargebacks. Top-ups count toward revenue share and not toward the bonus. Plans below the published bonus threshold earn revenue share only.
2.5 Bounties. Where published, bounties apply to new customers only, are subject to a holding period, and are not applied retroactively to milestones reached before Specialist joined the Program.
2.6 Implementation Fees. Amounts Specialist charges its clients for setup, builds, training, or ongoing service are Specialist’s sole revenue. Provider neither takes no share, imposes no cap, and is not a party to those contracts nor takes any responsibility for the Providers acts or omissions with regard to these implementations.
2.7 Attribution. Attribution is tracked by partner link and, where a link is absent, by the referral field submitted on signup. First valid attribution prevails. Each customer is enrolled in either this Program or the standard Viktor referral program, and never both.
2.8 Exclusions. Self-referrals, Specialist’s own or affiliated workspaces, existing Viktor customers, and accounts created through paid search on Viktor brand terms do not earn revenue share or bonuses.
2.9 Payouts. Payouts are made monthly in arrears through the partner platform once Specialist’s payout details and any required tax forms are complete, net of refunds, chargebacks, credits, fraud, and taxes. Specialist is solely responsible for its own taxes and, where applicable, for issuing invoices compliant with applicable law.
2.10 Corrections. Provider may correct or reverse any entry within ninety (90) days where it was based on error, fraud, duplicate attribution, or a reversed payment.
2.11 Changes. Provider may change in its own discretion the Offer Sheet and related published commercial terms upon thirty (30) days’ notice. Changes are prospective only: customers already referred retain the rate in effect when they converted for the remainder of their revenue-share period.
2.12 Sales Takeover; Baseline. Where Provider’s sales team assumes commercial ownership of a customer account referred by Specialist (a "Sales Takeover"), Provider records the Sales Takeover date in its CRM (Attio) and notifies Specialist in writing of the Sales Takeover and its effective date. A Sales Takeover is not effective, and does not affect Specialist’s revenue share, until Specialist has received that notice. The account’s recurring monthly payments as of the Sales Takeover date are the "Baseline". A Sales Takeover does not by itself reduce Specialist’s revenue share.
2.13 Classification of Growth. Any increase in the account’s payments above the Baseline is classified by a single test. "Sales-Led Expansion" means an increase agreed through negotiation with Provider’s sales team, including negotiated upgrades, enterprise or custom plans, and the negotiated increment of a contract expansion or renewal. Any increase that is not Sales-Led Expansion is "Organic Growth", including in-product plan upgrades, additional usage, and top-ups purchased at Provider’s published pricing, in each case even where Provider’s sales team recommended the purchase but did not negotiate its price. Top-ups purchased at published pricing on an account with a negotiated plan are Organic Growth.
2.14 Revenue Share After a Sales Takeover. From the Sales Takeover date, Specialist’s revenue share is calculated on (a) the account’s actual recurring payments up to the Baseline and (b) Organic Growth. If the account’s payments fall below the Baseline, the Baseline resets down to the lower amount and Specialist’s revenue share is calculated on the reduced, actual payments going forward; the Baseline may subsequently reset up only through Organic Growth under Section 2.13. Only revenue attributable to Sales-Led Expansion is excluded from the calculation. A renewal at an unchanged payment level is not an increase and does not affect the Baseline or Specialist’s revenue share.
2.15 Handoff Bonus. In place of revenue share on Sales-Led Expansion, Specialist receives a one-time fixed bonus per account (the "Handoff Bonus"), in the amount set out in the Offer Sheet, payable after the customer’s first invoice under the sales-led engagement (including any paid pilot) has been paid in full. The Handoff Bonus is in addition to Specialist’s revenue share under Section 2.14. One Handoff Bonus is payable per customer account, regardless of the number or size of subsequent expansions. Self-referred accounts do not qualify. The Handoff Bonus is subject to the Program’s standard holding period and requires payouts to be enabled on Specialist’s partner account.
2.16 Classification Decisions. Provider classifies account growth as Organic Growth or Sales-Led Expansion acting reasonably and in good faith, and will share the classification applied to a given account with Specialist upon request.
3.1 Specialist shall:
(a) use Viktor in its own business so as to implement it credibly;
(b) provide one public case study or client result that Provider may feature, agreed with Specialist in advance;
(c) grant Provider irrevocable license and permission to reuse and share, with attribution to Specialist, any material Specialist publishes about Viktor (including posts, videos, reviews, case studies, talks, and webinars), and to cease such use at Specialist’s request;
(d) represent Viktor accurately, making no income guarantees, no invented figures, and no claims regarding roadmap, security, or compliance that Provider has not published;
(e) comply with the Brand Guidelines and disclose the commercial relationship where the context requires, including in paid content;
(f) not bid on Viktor brand terms in paid search, not create sites or accounts that could be mistaken for official Viktor properties, and not use spam, incentivized signups, coupon or cashback placement, or automated traffic;
(g) handle client data and workspace access responsibly, ensuring the privacy and security standards, with the client’s permission, and keep all credentials secure; and
(h) maintain its customers in good standing, which Provider measures through satisfaction and which is a condition of Specialist’s rate, listing, and access.
3.2 Confidentiality. Specialist shall keep confidential all non-public Program information, unreleased features, pricing exceptions, and customer data, both during and after participation.
4.1 License Grant. Upon acceptance of these Terms and for so long as Specialist remains in good standing in the Program, Provider grants Specialist a limited, non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free license to use the "Viktor" name, the Viktor logo, and any Program badge issued to Specialist (collectively, the "Marks"), solely to identify Specialist as a Viktor Implementation Specialist and to market implementation services for Viktor.
4.2 Permitted Use. Permitted use covers Specialist’s website, decks, proposals, social profiles and posts, event materials, and client-facing documents, in each case in accordance with the Brand Guidelines.
4.3 Restrictions. Without Provider’s separate prior written consent, Specialist shall not: (a) use "Viktor" or any confusingly similar term in its company name, product name, app name, domain or subdomain, social handle, or logo; (b) use the Marks in any manner implying that Specialist is Viktor, is employed by Viktor, or speaks for Viktor; (c) use the Marks on merchandise; (d) modify the Marks; or (e) place the Marks alongside another brand in a manner suggesting a joint offering.
4.4 No Registration; No Challenge. Specialist shall not register or attempt to register any trademark, domain, or company name containing "Viktor" or a confusingly similar term, and shall not challenge Provider’s rights in the Marks.
4.5 Goodwill. All goodwill arising from use of the Marks inures solely to Provider. Provider may require Specialist to correct or take down any specific use, and Specialist shall do so within five (5) business days.
4.6 Termination of License. The license terminates automatically when Specialist’s participation ends, whereupon Specialist shall remove all Marks, badges, and Program claims from its materials within fourteen (14) days. Specialist may retain factual, past-tense statements that it previously implemented Viktor for clients.
5.1 Termination by Specialist. Specialist may leave the Program at any time upon written notice to its Program contact or by email. Participation ends on the date Provider confirms, normally the same or next business day.
5.2 Termination for Convenience. Provider may terminate Specialist’s participation without cause upon thirty (30) days’ written notice.
5.3 Termination for Cause. Provider may suspend or terminate participation immediately for cause, including fraud or attempted fraud, self-referral or attribution manipulation, misleading claims about Viktor or earnings, misuse of the Marks, a security or data-protection incident caused by Specialist, unlawful conduct, or serious or repeated customer complaints. Suspension pauses tracking, payouts, and Hub access during Provider’s investigation, and Provider will identify the matter under review.
5.4 Automatic Lapse. If Specialist has had no referral activity and no engagement for twelve (12) months, Provider may remove Specialist from the active roster. Earned amounts are unaffected, and Specialist may re-apply.
5.5 Program Changes. Provider may discontinue or restructure the Program upon sixty (60) days’ notice, in which case revenue-share periods already running are honored to their end.
6.1 Attribution. Specialist’s partner link ceases attributing new signups on the end date of parties cooperation (the “End Date”). Signups attributed before that date remain Specialist’s.
6.2 Continuing Revenue Share. Where Specialist leaves voluntarily or Provider terminates without cause, earned revenue share continues for the remainder of each customer’s revenue-share period, paid on the normal monthly cycle.
6.3 Termination for Cause. Upon termination for cause, tracking stops and unpaid amounts relating to the conduct in question, or all unpaid amounts in cases of fraud or attribution manipulation, may be withheld. Provider will state the reason in writing.
6.4 Pending Incentives. Pending bonuses and bounties are paid only if the qualifying condition is met in full, including the second consecutive paid month and any holding period, even where satisfied after the End Date.
6.5 Final Payment. Any remaining balance is paid on the next normal cycle after it clears the applicable holding period, subject to the platform’s minimum payout. Balances unclaimed for one hundred eighty (180) days after the End Date lapse.
6.6 Access. Hub access, Program materials, badges, directory listing, private channels, and beta access end on the End Date. Materials previously downloaded are for Specialist’s own reference only and may not be redistributed or resold.
6.7 Survival of Confidentiality. Confidentiality obligations survive for two (2) years after the End Date, and indefinitely with respect to customer personal data and security information.
7.1 Customers Remain Viktor’s. Referred customers remain Viktor customers, and their subscription, credits, data, workspace, and support continue unchanged. Specialist’s exit does not alter any customer’s price, plan, or previously applied discounts.
7.2 Direct Support. From the End Date, customers use standard Viktor support channels. Where hands-on implementation help is needed, Provider may introduce another specialist at the customer’s request.
7.3 Specialist Contracts. Services Specialist sells to a client are solely between Specialist and that client. Specialist’s exit does not terminate them, and Provider does not assume, price, or become responsible for them.
7.4 Client Notice. Specialist shall inform affected clients within fourteen (14) days that Specialist is no longer part of the Program and shall cease presenting itself as a Viktor Implementation Specialist. If a client inquires, Provider will confirm the same, factually.
7.5 Access Control. Any workspace access a client granted Specialist remains under the client’s control.
7.6 No Disruption. Specialist shall not deactivate, downgrade, transfer, or migrate a client’s Viktor workspace, or move a client’s billing, without that client’s written instruction, and shall not disparage Viktor to any client.
7.7 Program Wind-Down. If Provider discontinues the Program entirely, Provider will give customers and specialists the same sixty (60) days’ notice and will not leave a client mid-implementation without a written transition path.
8.1 No Guarantees; Disclaimer. Nothing in this Agreement guarantees leads, customers, income, listing placement, or any specific level of support. Any earnings example is illustrative only, and results vary. THE PROGRAM, THE HUB, AND ALL MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID BY PROVIDER TO SPECIALIST UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM AND (B) ONE THOUSAND U.S. DOLLARS (USD 1,000). Nothing in this Agreement excludes or limits either Party’s liability for fraud or fraudulent misrepresentation, death or personal injury caused by its negligence, or any other liability that cannot be excluded or limited under applicable law. These limitations do not apply to Specialist’s payment or indemnification obligations, or to Specialist’s misuse of the Marks or breach of confidentiality.
8.3 Indemnification. Specialist shall defend, indemnify, and hold harmless Provider and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all third-party claims, demands, actions, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) the services Specialist provides to its clients; (b) Specialist’s statements or representations regarding Viktor; (c) Specialist’s use of the Marks outside the scope of the license granted in Section 4; (d) Specialist’s handling of client data or workspace access;(e) third party intellectual property infringement by the Specialist or (f) Specialist’s breach of this Agreement, violation of applicable law, or negligence, willful misconduct, or fraud.
8.4 Assignment. Specialist may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without Provider’s prior written consent, and any purported assignment in violation of this Section is void. Provider may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets or business to which this Agreement relates.
8.5 Governing Law and Dispute Resolution. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. Except as provided below, any dispute, claim, or controversy arising out of or relating to this Agreement, or its breach, termination, enforcement, interpretation, or validity, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator in Wilmington, Delaware; judgment on the award may be entered in any court of competent jurisdiction. Each Party agrees that disputes shall be resolved on an individual basis only, and NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or restrain misuse of the Marks, breach of confidentiality, or infringement of intellectual property rights; the state and federal courts located in Wilmington, Delaware have exclusive jurisdiction over any such proceeding, and each Party submits to that jurisdiction and waives any objection based on inconvenient forum.
8.6 Entire Agreement. These Terms, the Offer Sheet, and the Brand Guidelines constitute the entire agreement between the Parties with respect to the Program and supersede all prior or contemporaneous communications relating to its subject matter. Where a signed agreement between the Parties covers the same subject matter, that agreement prevails. No waiver of any provision is effective unless in writing, and failure to enforce any provision is not a waiver of future enforcement. If any provision is held invalid or unenforceable, it shall be reformed to the minimum extent necessary and the remaining provisions continue in full force. Headings are for convenience only; "including" is non-limiting; and this Agreement shall not be construed against either Party by reason of its drafting.
8.7 Survival. Sections 4 (with respect to obligations arising upon termination), 6, 7, and 8 survive the termination or expiry of participation, together with any accrued payment obligations and Specialist’s confidentiality obligations under Section 3.
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