Reseller Agreement

Effective: 2026-05-26 Version: 2026-05-26.v3

Material change from v2: Section 7 now includes (a) a fifteen (15) day mutual cure period for material breach with carve-outs for non-payment, security incidents, and AUP / AI-Compliance-Addendum violations, and (b) an explicit Sub-account continuity policy describing the freeze-and-restore window applied if the Agency stops paying or becomes unresponsive — including a controlled migration path to preserve End Client continuity after a defined silence period. Agencies on v2 must re-accept on the next acceptance prompt before continuing to operate in Reseller Mode.

This Reseller Agreement ("Reseller Agreement") supplements the Lead Friendly Terms of Service (the "Agreement") and applies when a Customer on the Agency tier enables reseller billing. It is incorporated into the Agreement when you enable reseller mode. Capitalized terms not defined here have the meaning given in the Agreement or the Data Processing Addendum ("DPA").

1. Definitions

• Agency — the Customer that has enabled the Agency tier and creates Sub-accounts.
• End Client — a Sub-account customer of the Agency that uses the Service under the Agency's brand.
• Reseller Mode — the billing mode in which Lead Friendly is the merchant of record and charges End Clients directly.
• Markup — the percentage the Agency sets above Lead Friendly's base price.
• Commission — the amount payable to the Agency, equal to the End Client amount collected by Lead Friendly minus Lead Friendly's base price for the same period, net of refunds, chargebacks, and processing fees.

2. Billing modes

2.1 The Agency selects one of: self (Agency invoices End Clients off-platform; no Lead Friendly billing of End Clients), saas_connect (Agency bills End Clients on the Agency's own Stripe Connect account; Agency is merchant of record), or reseller (this Agreement applies).

2.2 The Agency may change billing mode prospectively. A change does not retroactively alter commissions already accrued or transactions already settled.

3. Merchant of record (Reseller Mode)

3.1 In Reseller Mode, Lead Friendly is the merchant of record for charges to End Clients and processes those charges on Lead Friendly's payment processor (Stripe). Lead Friendly is the controller of the payment and transaction data for those charges.

3.2 End Client charges equal Lead Friendly's base price multiplied by (1 + the Agency's Markup percentage).

3.3 Refunds and chargebacks for End Client charges are handled by Lead Friendly under the Refund & Auto-Renewal Policy. A refund or chargeback reverses the related Commission.

4. Commissions and payouts

4.1 Commissions accrue to a ledger as End Client invoices are paid. A Commission is reversed if the underlying charge is later refunded or charged back.

4.2 Lead Friendly sweeps unpaid Commissions on a weekly schedule. When the Agency's accrued unpaid balance is at or above the Agency's configured minimum payout threshold, Lead Friendly initiates a transfer to the Agency's connected Stripe Express account.

4.3 The Agency must maintain a valid, in-good-standing Stripe Express payout account. Commissions for an Agency without a valid payout account are held (not forfeited) until a valid account is connected. Payout methods other than Stripe Express (e.g. PayPal) are not currently supported; balances for unsupported methods are held until a supported method is connected.

4.4 Lead Friendly may set off against Commissions any amounts the Agency owes Lead Friendly, and may withhold or delay a payout where fraud, dispute, or compliance review is reasonably warranted.

5. Taxes

5.1 The Agency is solely responsible for determining and meeting its own tax obligations on Commissions, including income and any applicable sales/transaction taxes on the Agency's own markup.

5.2 The Agency will provide a valid IRS Form W-9 (or W-8 series, as applicable) before payout. For U.S.-person Agencies, Lead Friendly will issue an IRS Form 1099-NEC where total Commissions in a calendar year meet or exceed the applicable reporting threshold (USD 600). Lead Friendly may withhold payouts until valid tax information is on file and may apply backup withholding where required by law.

6. Data roles, customer-facing publication, and compliance flow-down

6.1 Data roles. As to End Client CRM data, contacts, content, and communications, the Agency is the controller and Lead Friendly is the processor under the DPA. As to the payment and transaction data for Reseller-Mode charges, Lead Friendly is the controller (see Section 3.1). If the Agency itself acts only on End-Client instructions for a given dataset, the Agency may act as a processor and Lead Friendly as a sub-processor for that dataset; the DPA accommodates both modes.

6.2 Customer-facing publication. The Agency is solely responsible for its relationship with its End Clients. The Agency will publish its own Terms of Service, Privacy Policy, Acceptable Use Policy, Refund Policy, Cookie Policy, Sub-processors list, and Data Processing Addendum (or executed equivalent) under the Agency's brand on the Agency's domain. Lead Friendly serves dynamically-templated default versions of each of these documents at /legal/{terms,privacy,aup,refund,cookies,subprocessors,dpa,security} for any Agency on a verified custom domain; the Agency may either (a) supply external override URLs in /settings/branding or (b) operate with the templated defaults so long as the Agency keeps its legal-entity name, address, contact email, and jurisdiction up to date.

6.3 TCPA and AI-voice flow-down. The Agency is the "caller" under the Telephone Consumer Protection Act, 47 U.S.C. § 227, and its implementing rules (47 C.F.R. § 64.1200) for every call and text placed under the Agency's brand or by the Agency's End Clients. The Agency:

(a) will obtain and maintain Prior Express Written Consent ("PEWC") meeting 47 C.F.R. § 64.1200(f)(9) for every contact called or texted with an artificial or prerecorded voice (including AI-generated voices, as confirmed by the FCC Declaratory Ruling of February 8, 2024, FCC 24-17);

(b) will honor opt-out requests (STOP, QUIT, END, REVOKE, OPT OUT, CANCEL, UNSUBSCRIBE or any other reasonable indication, per the FCC opt-out amendments effective April 11, 2025) within ten (10) business days across voice and SMS;

(c) will scrub against the National Do Not Call Registry and any applicable state DNC lists at least every thirty-one (31) days before initiating a marketing call or text — Lead Friendly does not perform DNC scrubbing on the Agency's behalf;

(d) will respect federal quiet hours, state-specific calling-time restrictions, and any AI-voice disclosure obligations adopted by the FCC, state legislatures (including Texas SB 140, effective September 1, 2025), or by Lead Friendly's AI Compliance Addendum; and

(e) will indemnify Lead Friendly for any TCPA claim arising from the Agency's or its End Clients' calls or messages.

6.4 State privacy flow-down (CCPA / CPRA / state laws). Where the Agency is the "Business" (controller / service provider) under California's CCPA / CPRA or analogous state privacy laws (CO, CT, VA, UT, TX, OR, MT, IA, IN, TN, DE, NH, NJ, KY, MD, MN, NE, RI), the Agency will:

(a) publish a "Notice at Collection" and "Right to Know / Delete / Correct / Limit Use of Sensitive PI" surface in its Privacy Policy;

(b) provide a working data-subject-rights intake. Lead Friendly's /legal/dsar tenant-aware form is provided as a default; the Agency may substitute its own;

(c) honor a Global Privacy Control signal received via the browser as an opt-out of any sale or sharing of personal information; and

(d) not "sell" or "share" personal information without an affirmative opt-in unless the Agency has its own contractual basis to do so.

6.5 GDPR / UK GDPR flow-down. For End Clients or end users in the EU/UK, the Agency will execute its own Data Processing Addendum with each End Client (mirroring Lead Friendly's DPA flow-down terms), publish a sub-processors list including Lead Friendly and its downstream vendors, and respond to data-subject access requests within thirty (30) days. International transfers to the United States are governed by the EU Standard Contractual Clauses (Module Two for controller-processor, Module Three for processor-sub-processor) incorporated by reference into the DPA.

6.6 A2P 10DLC + carrier obligations. Before sending SMS in the United States, the Agency will (or will cause its End Client to) complete A2P 10DLC Brand and Campaign registration through Lead Friendly's onboarding. The Agency acknowledges that AT&T, T-Mobile, and Verizon block all SMS from unregistered 10DLC numbers as of February 1, 2025. The Agency's customer-facing Terms / Privacy / AUP must include the carrier-required SMS language (consent disclosure, HELP / STOP keywords, message frequency).

6.7 Caller-ID and reputation. Where the Agency or its End Clients use the Hiya caller-ID reputation network, the Agency will provide accurate Brand identity, registered phone numbers, and call-purpose metadata, and will not impersonate any third-party brand.

6.8 Flow-down to End Clients. The Agency will flow down terms no less protective than the Acceptable Use Policy, the AI Compliance Addendum, and the DPA to its End Clients. The Agency is responsible for End Clients' compliance. Lead Friendly's fraud, suspension, and quarantine controls apply to Sub-accounts; Lead Friendly may suspend a Sub-account or the Agency for violations.

7. Term, suspension, termination, cure, and Sub-account continuity

7.1 This Reseller Agreement applies for as long as reseller mode is enabled and continues for any period needed to settle accrued Commissions.

7.2 On termination or disabling of reseller mode, Lead Friendly will pay Commissions validly accrued and not subject to reversal, set-off, or hold, once the minimum payout threshold and tax-information requirements are met.

7.3 Lead Friendly may suspend payouts or reseller mode immediately for suspected fraud, chargeback abuse, or legal/compliance reasons.

7.4 Mutual cure period. Except as set forth in Section 7.5, neither party may terminate this Reseller Agreement for material breach without first providing the other party with written notice specifying the breach in reasonable detail and a fifteen (15) day period during which to cure. Termination is effective only if the breach remains uncured at the end of the fifteen-day window.

7.5 Carve-outs from cure period. The cure period in Section 7.4 does not apply to, and Lead Friendly may suspend or terminate without notice or cure for, any of the following:

(a) non-payment of fees or wallet shortfall lasting longer than the grace period set forth in the Agreement;

(b) a confirmed or reasonably suspected security incident, data breach, or material confidentiality breach;

(c) a violation of the Acceptable Use Policy, the AI Compliance Addendum, or any underlying carrier or sub-processor AUP;

(d) regulatory inquiry, subpoena, traceback notice, or carrier flag concerning the Agency's or its End Clients' traffic;

(e) suspected fraud, chargeback abuse, or willful misconduct by the Agency.

Lead Friendly retains the unilateral right under the Agreement and AUP to suspend, throttle, or quarantine an account or phone number on notice and to terminate after the 48-hour remediation window if the Agency fails to respond or cure.

7.6 Sub-account continuity on Agency termination, silence, or non-payment. End Clients onboarded by the Agency are not transferred away from the Agency without due process. Lead Friendly applies the following continuity policy:

(a) Freeze + restore (default). If the Agency's account is suspended for non-payment, breach, or compliance reasons, the Sub-accounts under the Agency are paused (inbound and outbound traffic suspended) but data is preserved. If the Agency cures the underlying cause, the Sub-accounts are restored to full operation. The pause is communicated to the Agency on the same channel as suspension notice.

(b) Extended silence ≥ ninety (90) days. If the Agency does not respond to suspension notices and does not cure within ninety (90) days of the initial suspension or last meaningful Agency activity (whichever is later), Lead Friendly may, in its reasonable discretion and only as needed to protect End Client continuity, contact the primary administrator of each affected Sub-account to offer a controlled migration path. The offer:

(i) is voluntary on the End Client's side — Sub-accounts are not transferred without explicit End Client consent;

(ii) is communicated using the End Client's `support_email` of record (or the Sub-account admin's login email);

(iii) gives the End Client a choice between (A) continuing under direct Lead Friendly billing as a standalone customer at applicable rates, or (B) cancellation with a thirty (30) day data-export window;

(iv) does not waive any obligations the Agency may have to the End Client outside the platform.

(c) Agency book of business. Outside the silence-trigger in Section 7.6(b), Lead Friendly will not solicit, contact, or attempt to migrate the Agency's End Clients to direct Lead Friendly billing during the term of this Reseller Agreement.

(d) Data after final termination. Upon final termination of the Agency's account, the data retention and deletion schedule in DPA Section 8 applies to all Sub-account data the Agency was operating as Controller; legally required retention windows for KYC, PEWC, billing, and recordings continue per their respective schedules irrespective of Agency status.

7.7 Effect of termination. On termination of this Reseller Agreement: (i) accrued and uncontested Commissions are paid per Section 7.2, (ii) any further charges to End Clients under Reseller Mode cease (subject to Section 7.6 continuity), and (iii) the Agreement's general termination terms govern any remaining service obligations to the Agency itself.

8. Liability and indemnity

8.1 One-way indemnification. The Agency will defend, indemnify, and hold harmless Lead Friendly, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, suits, proceedings, losses, damages, fines, penalties, and reasonable attorneys' fees (collectively, "Losses") arising from or related to:

(a) the Agency's operation of any reseller-branded portal or marketing surface;

(b) any breach by the Agency of this Reseller Agreement, the Agreement, the AUP, the AI Compliance Addendum, or the DPA;

(c) any "Client Violation" — meaning any act or omission by an End Client (or by an end user of an End Client) that would constitute a violation if committed by the Agency, including but not limited to TCPA, CCPA / CPRA, GDPR / UK GDPR, A2P 10DLC, state telemarketing, and unfair-and-deceptive-trade-practice claims; and

(d) any violation by the Agency or an End Client of any third-party intellectual-property right, including any unauthorized voice-cloning or unauthorized use of a third-party brand.

8.2 Indemnification process. Lead Friendly will notify the Agency promptly of any claim covered by Section 8.1, give the Agency sole control of the defense and any settlement (provided no settlement requires Lead Friendly to admit fault or pay any amount without Lead Friendly's prior written consent), and provide reasonable assistance at the Agency's expense. Failure to give prompt notice excuses the Agency's obligations only to the extent the delay prejudices the defense.

8.3 Reciprocal liability cap. Notwithstanding anything to the contrary in the Agreement, Lead Friendly's aggregate liability to the Agency under this Reseller Agreement — whether arising in contract, tort (including negligence), strict liability, or any other theory — will not exceed the total fees paid by the Agency to Lead Friendly under this Reseller Agreement in the twelve (12) months preceding the date on which the claim arose. This cap does not limit the Agency's indemnification obligations under Section 8.1, which are uncapped.

8.4 Exclusions. Neither party will be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, or loss of business opportunity, regardless of whether the possibility of such damages was foreseeable, except that the limitations in this Section 8.4 do not apply to the Agency's indemnification obligations under Section 8.1, breaches of confidentiality, or willful misconduct.

8.5 The Agreement's limitations of liability apply to all matters not addressed by this Section 8.

9. Order of precedence

9.1 For reseller-specific matters this Reseller Agreement prevails over the Agreement to the extent of any conflict. For the processing of personal data the DPA prevails. In all other respects the Agreement governs.

Acceptance

The Agency accepts this Reseller Agreement by enabling reseller billing in the Lead Friendly account settings.

For questions about this Reseller Agreement, contact: hello@leadfriendly.com.