White-Label & Reseller Addendum

1.Roles of the Parties

As between Partner and Mass, Partner is responsible for its End Customers and their use of the Services. For personal data of End Customers, Partner is the controller (or its customer’s processor) and Mass acts as Partner’s processor under our Data Processing Addendum.

2.End-Customer Responsibility

Partner is solely responsible for its relationship with End Customers, including:

• Providing first-line support, onboarding, and billing to End Customers;
• Presenting End Customers with its own compliant terms of service and privacy policy;
• Ensuring End Customers comply with our Acceptable Use Policy; Partner is responsible for sub-account activity as if it were its own;
• Obtaining any consents required to send messages or process data through the Services on End Customers’ behalf.

3.Branding and White-Label Use

Subject to your plan, Mass grants Partner a limited, non-exclusive, non-transferable license to present the Services under Partner’s brand using the white-label features we provide. Partner may not misrepresent the Services’ capabilities, claim to be the developer of the underlying platform, remove security or legal notices we require, or use Mass’s marks except as we permit.

4.Fees and Billing

Partner is responsible for all fees, credits, and usage incurred under its account and sub-accounts, regardless of whether Partner collects from End Customers. Partner sets its own prices to End Customers and is solely responsible for invoicing them and for collecting and remitting applicable taxes.

5.Compliance and Liability

Partner is responsible for ensuring that its use, its branding, and its End Customers’ use comply with applicable law and our policies. Partner remains liable to Mass for any breach of the Terms or this Addendum by Partner or its End Customers.

6.Data Protection

Our Data Processing Addendum applies to End-Customer personal data processed through the Services. Partner must flow down equivalent data-protection obligations to its End Customers and is responsible for the lawful basis of the processing it directs.

7.Term and Termination

If Partner’s account is suspended or terminated, access for its sub-accounts and End Customers may also be suspended or terminated, except as provided in End-Customer Continuity below. Partner is responsible for notifying its End Customers and for exporting any data it needs within the period we make available.

8.Non-Payment, Suspension and Usage Limits

If any amount Partner owes Mass is unpaid, or a payment is fully refunded or disputed (chargeback), Partner’s account becomes Unpaid from the date of the failed, refunded or disputed payment. While Unpaid:

• Mass will notify Partner at approximately 7, 14 and 25 days after the account becomes Unpaid;
• Mass may restrict Partner’s dashboard, and may limit or pause paid usage (for example AI credits, messaging and other metered services) for Partner and its sub-accounts to the allowance included in Partner’s plan;
• after 30 days Unpaid, Mass may take public pages of Partner and its sub-accounts offline until the balance is paid.

A full refund of a prepaid (for example annual) plan ends that plan on the refund date, and the account becomes Unpaid from that date. A partial refund or goodwill credit does not, by itself, make the account Unpaid. Paying all amounts due at any time before an End-Customer transfer restores the account.

9.End-Customer Continuity

To protect End Customers from losing service because of Partner’s non-payment, Partner agrees that if its account remains Unpaid for 30 days, Mass may offer each affected End Customer the option to continue using the Services directly with Mass (a "Transfer"). Before cancelling or moving any End-Customer subscription, Mass will notify Partner and give it a deadline to pay. On a Transfer:

• the End Customer contracts with and pays Mass directly; payment details are entered anew and are never copied from Partner’s payment accounts;
• Mass will initially offer the End Customer the same price Partner charged it, and may later move it to a standard Mass plan or discount with prior notice;
• Partner’s staff lose access to the transferred sub-account, and API keys, integrations and webhooks Partner created for it may be revoked;
• Partner’s white-label branding is replaced with Mass branding; domains owned by the End Customer stay with the End Customer;
• Partner receives no revenue share, commission or other payment for a transferred End Customer.

10.Return of Transferred End Customers

Within 30 days after a Transfer, Partner may ask to take a transferred End Customer back by first paying all amounts it owes Mass. Mass will give the End Customer at least 7 days’ notice, and the End Customer may choose to stay with Mass. After the 30-day period, a return requires the consent of both the End Customer and Mass.

11.Indemnification

In addition to the indemnities in the Terms, Partner will defend and indemnify Mass against claims arising from Partner’s branding, Partner’s agreements with End Customers, and the acts or omissions of Partner’s End Customers.

12.Contact Us

Questions about the partner program? Contact us at support@mass.new.