Agency Participation Agreement

By signing up as an Agency Partner (call center, staffing agency, or similar organization) on the graph8 talent marketplace, you agree to these terms. They govern how your organization and your employed SDRs participate in the marketplace. This agreement is for business entities that employ SDRs. If you are an individual independent contractor SDR, please refer to the SDR Participation Agreement instead.

Key terms

Eligibility and onboarding

• Business Entity Requirement: Agency must be a legally registered business entity (corporation, LLC, partnership, or equivalent in your jurisdiction).
• Application Process: Agency must complete the graph8 Agency Partner application, including providing business registration documents, tax identification, and proof of insurance where applicable.
• Vetting: graph8 reserves the right to approve or reject Agency applications based on business history, references, and compliance with applicable laws.
• Adding SDRs: Once approved, Agency may add its employed SDRs to the platform. Each Agency SDR must have a profile on graph8 linked to the Agency account.
• KYC/Tax Compliance: Agency must complete graph8's required KYC and tax verification process before receiving any payments.

Service delivery

• Service Provider: When a Client engages an Agency SDR, the Agency (not the individual SDR) is the service provider. All contractual obligations for service delivery rest with the Agency.
• SDR Quality: Agency warrants that each Agency SDR is properly vetted, trained, and authorized to perform SDR services.
• Supervision: Agency is solely responsible for supervising and managing its Agency SDRs. graph8 and Clients have no supervisory role over Agency SDRs.
• Replacement: If an Agency SDR becomes unavailable or is underperforming, Agency will promptly provide a replacement SDR upon Client or graph8 request at no additional cost to the Client.
• Activity Logging: Agency SDRs must maintain accurate activity logs (calls made, emails sent, etc.) as required by the Client and graph8 platform.

Employment and compliance

• Sole Employer: Agency is the sole employer (or engaging entity) of each Agency SDR. Neither graph8 nor any Client is an employer, joint employer, or co-employer of Agency SDRs.
• Compensation: Agency is solely responsible for compensating its Agency SDRs, including wages, bonuses, benefits, and any other employment-related payments. graph8 pays the Agency; the Agency pays its SDRs.
• Internal Compensation Structure: Agency determines its own internal compensation structure for its SDRs. The rates paid by Clients to the Agency through graph8 are separate from and independent of the wages Agency pays its employees.
• Labor Law Compliance: Agency shall comply with all applicable labor, employment, tax, and benefits laws in all jurisdictions where its Agency SDRs are located or perform work.
• No Employment Liability: Agency shall indemnify graph8 and Clients against any claims alleging joint employment, misclassification, or employment-related liability arising from Agency SDRs.

Fees and payment

• Rate Setting: Agency and Client negotiate and agree upon rates directly. graph8 may publish suggested rate cards or recommended rate ranges for reference purposes only—these are guidelines, not mandatory pricing. The final rate is determined solely by the agreement between Agency and Client.
• Rate Flexibility: Agency and Client may agree to any rate structure that works for both parties, including base compensation, commission, performance bonuses, or any combination thereof. Rate agreements are a matter between Agency and Client; graph8 processes payments according to the terms Agency and Client agree upon.
• Platform Fee: graph8 charges Clients a 5% platform fee on all Agency SDR engagements, collected in addition to the Agency's negotiated rates.
• Monthly Billing: On the first calendar day of each month, the Agency will submit a single invoice through the graph8 platform covering services for the immediately preceding month. The Client must approve or formally dispute the invoice no later than the 5th of that month; lack of action is deemed approval. The Client is then obligated to remit payment on or before the 10th of the month. Once funds clear, graph8's designated payment provider will release the corresponding payout to the Agency no later than the 15th of the same month.
• Payment Contingency: Payment is contingent upon Client approval that Agency SDRs performed the required activities and adhered to all compliance terms during the month.
• Late Payments: Late client payments may delay Agency payout. graph8 will not pursue collection and is not financially liable for the Client's failure to pay. Agency will handle payment disputes directly with the Client, with graph8 providing mediation support as appropriate.

Non-solicitation of Agency SDRs

• Client Restriction: graph8's Marketplace Terms & Conditions (graph8) prohibit Clients from directly hiring, soliciting, recruiting, or contracting with Agency SDRs outside the platform.
• Restriction Period: This non-solicitation restriction applies during any engagement and for a period of twelve (12) months following the termination of such engagement.
• Enforcement: Agency may enforce this restriction directly against Clients who violate it. Agency may seek liquidated damages or other remedies as provided by applicable law.
• Distinction from Individual SDRs: This restriction does NOT apply to individual independent contractor SDRs on the marketplace, who may be hired directly by Clients at any time per the SDR Participation Agreement.

Confidentiality and intellectual property

• Confidentiality: Agency and its Agency SDRs shall treat all Client and prospect data as confidential and use it only for the engagement.
• Work Product: Upon full payment, all work product created by Agency SDRs belongs to the Client—including call notes, email drafts, target lists, and related materials.
• Data Return/Deletion: Agency shall ensure that Agency SDRs delete or return Client data within 14 days of engagement end unless legally required to keep records.
• Agency Responsibility: Agency is responsible for ensuring its Agency SDRs comply with confidentiality and IP obligations. Agency shall include appropriate confidentiality provisions in its employment agreements with Agency SDRs.

Data protection

• Agency Responsibility: Agency is responsible for ensuring its own compliance with applicable data protection laws (GDPR, CCPA, etc.) with respect to its Agency SDRs and any personal data they process.
• Client Data: When Agency SDRs access Client prospect data, Agency acts as a service provider to the Client. Agency shall implement appropriate technical and organizational measures to protect such data.
• graph8's Role: graph8 processes Agency and Agency SDR data as described in the graph8 Privacy Policy (graph8). Agency SDRs' access to Client data is governed by the Client's engagement with the Agency through graph8.
• Employee Consent: Agency warrants that it has obtained all necessary consents from its Agency SDRs for graph8 to process their personal data as required for marketplace participation.

Liability and indemnification

• Agency Indemnity: Agency shall defend, indemnify, and hold harmless graph8 and its Clients from any claims arising out of:
  • Agency SDR misconduct, negligence, or breach of confidentiality
  • Employment-related claims (wages, benefits, discrimination, wrongful termination, etc.)
  • Agency's breach of this Agreement
  • Any claim that graph8 or a Client is a joint employer or co-employer of Agency SDRs
• Liability Cap: graph8's total liability to Agency is capped at the lesser of (a) $500 or (b) the graph8 fees collected on Agency's engagements in the 90 days before a claim.
• No Guarantees: The platform is provided "as-is." graph8 makes no guarantee of Client demand or income for Agency or its SDRs.

Acceptable use and platform integrity

• Agency shall ensure its Agency SDRs do not share graph8 account or payment provider credentials.
• Agency and its Agency SDRs must follow all applicable laws (CAN-SPAM, GDPR, TCPA, local telemarketing rules).
• Agency shall maintain professional conduct standards for its SDRs: no spam, misrepresentation, or discriminatory practices.
• graph8 may suspend or terminate Agency's account for fraud, harassment, repeated Client complaints, or breach of these terms.

Term and termination

• Agency-graph8 Agreement Term: This Agreement between Agency and graph8 begins when Agency completes the onboarding process and continues until terminated by either party.
• Agency-graph8 Termination for Convenience: Either Agency or graph8 may terminate this Agreement upon thirty (30) days written notice.
• Agency-graph8 Termination for Cause: Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure within fifteen (15) days of written notice.
• Effect of Agency-graph8 Termination: Upon termination of this Agreement:
  • Agency shall complete any in-progress Client engagements or arrange for orderly transition
  • Agency remains entitled to payment for services rendered through the termination date
  • Confidentiality, indemnification, and non-solicitation obligations survive termination

Client engagement termination (separate from Agency-graph8 Agreement)

• Independent of Agency Agreement: Each Client engagement with an Agency SDR is separate from and independent of this Agency-graph8 Agreement. A Client may terminate their engagement with an Agency SDR without affecting the Agency's overall participation in the graph8 marketplace.
• End-of-Month Termination: Either Client or Agency may terminate a specific Agency SDR engagement effective at the end of the current monthly billing period. Termination notice should be provided through the graph8 platform.
• No Mid-Month Termination: Client engagements follow the standard monthly billing cycle. Termination is effective at month-end, not mid-month, unless both Client and Agency mutually agree otherwise.
• Payment for Services Rendered: Upon termination of a Client engagement, Client remains responsible for payment of all services rendered through the end of the monthly billing period.
• Non-Solicitation Survives: The 12-month non-solicitation restriction on Agency SDRs continues to apply after a Client engagement terminates.
• Multiple Engagements: Agency may have multiple Client engagements simultaneously. Termination of one Client engagement does not affect other Client engagements or the Agency's participation in the marketplace.

Updates to these terms

graph8 may modify this agreement at any time. Material changes will be posted on the platform and notified via email to Agency's registered contact. Continued participation in the marketplace after the "last updated" date constitutes acceptance. If Agency does not agree to the updated terms, Agency may terminate this Agreement per Section 11.