Partner Agreement

This Partner agreement applies when you join the Fullday partner program as an agency ("partner", "you") to resell the service to your own clients. It adds to the Terms of Service, which also apply to you. For partner matters, if this agreement and the Terms conflict, this agreement wins.

While you're in good standing, we appoint you as a non-exclusive, independent reseller of the service. You may market and sell it to businesses anywhere the law allows, under your own brand. We may appoint other partners anywhere, including in your area and your niche, and we may sell directly to any business.

• You may present the service to your clients under your own name, logo, colors and domain. Our brand doesn't have to appear to your clients.
• You give us a non-exclusive license to use your name, logo and brand inside the service and on the client-facing pages, emails, texts and websites it produces, only to provide the white-label service.
• You confirm you own or have the rights to your brand and domain, and you're responsible for keeping your domain and its DNS records working.
• Presenting the service as your product doesn't give you any ownership of our software, AI agents, prompts, templates or other property. You won't claim in a contract or filing that you own them, or try to register them.
• On plans with your own domain, client portals, websites, booking pages and email run on your domain; on other plans, client portals run on your own page of our address.

• You're the seller to your clients. You set your prices, sign your own contracts with them, invoice them and collect payment. We aren't a party to your contracts with your clients.
• Flow-down terms. Before a client uses the service, they must agree to terms at least as protective of us as the Terms of Service, the Acceptable use policy and the Privacy policy, including the disclaimers, limits of liability, consent and outreach rules, HIPAA limits and arbitration. You can do this by having them accept our terms directly, or by putting equivalent terms in your contract. You'll give us proof if we ask.
• Consents. You'll make sure each client has the consents the law requires for the calls, texts and emails sent for them, and that they know their data is processed by your technology provider.
• You're responsible for your clients' use of the service as if it were your own, including their content, outreach, ads and compliance.
• Don't promise your clients anything about the service that we don't promise you, like guaranteed results, uptime or features.

• You pay us your agency plan's fee, the fee for each client beyond the clients your plan includes, and wholesale usage (like call minutes, texts, AI and phone numbers) at the prices shown in the service, billed monthly or yearly in advance as you choose, plus usage as incurred.
• You owe these fees whether or not your clients pay you, and whatever you charge them.
• Fees aren't refundable, as the Refund and cancellation policy explains.
• If your account is past due, we may suspend your dashboard and your clients' service, as the Terms explain. We'll tell you first where we reasonably can, so you can pay before your clients are affected.

If you collect client payments through Fullday (using Stripe Connect), you also agree to Stripe's Connected Account Agreement, and Stripe pays out to you. You're the merchant of record for those payments: refunds, chargebacks, disputes, taxes and receipts are your responsibility. We or Stripe may hold, delay or reverse payouts to cover refunds, chargebacks, fees, fraud or amounts you owe us, and may require a reserve when risk is high. You're responsible for sales tax and any other tax on what you sell to your clients.

You're your clients' first line of support. We support you through the partner dashboard, Training and our help channels. We may contact your clients directly when we need to for security, fraud, abuse, legal or regulatory reasons, emergencies, carrier or platform requirements, unpaid partner accounts, or if they contact us.

Your clients' data belongs to them: their customers and leads, conversations, recordings, bookings, website content, and the phone numbers and domains held for them. You may access it through the partner dashboard only to serve those clients, and you'll keep it confidential and secure. You won't sell it, or use it for anything else, like marketing to their customers for another business. If a client asks us directly for a copy of its own data, or to move its account away from you, we may do so after checking it's really them.

We don't use your client list for our own marketing. While you're in good standing, we won't use the names, contacts or data of your clients to sell them anything, target them with ads, or build lists, and we won't share them with other partners. We use your clients' data only to run the service for them, as the Privacy policy and Data processing addendum explain.

While your account is in good standing, we won't contact your active clients to sell them a direct plan, a plan with another partner, or anything else, and we won't use your client list to do it. Our brand stays off what your clients see unless you turn it on.

This doesn't stop:

• a client that comes to us on its own, for example by emailing us or signing up directly (we'll check it's really them, and tell you before we move its account);
• our general marketing that reaches everyone, such as our website, content and ads not aimed at your clients;
• contacting your clients for the reasons in "Support" above (security, fraud, abuse, legal or regulatory reasons, emergencies, carrier or platform requirements);
• the client continuity steps below, once your account ends or stays unpaid.

Your clients' businesses depend on the service, and their phone lines and websites shouldn't go dark because a partner account ended. So these steps apply when your partner account is cancelled, ends for any reason, stays unpaid for 30 days, or is suspended or ended for breaking this agreement (the "end date").

1. Their service keeps running. For 30 days after the end date (the "grace period"), your clients' service keeps working: their phone numbers, AI agents, websites, bookings and data. During the grace period it shows a neutral brand (neither yours nor ours) unless you agree otherwise. Your clients' usage in the grace period is billed to you at your usual rates unless a client has already moved its account.
2. You get the first 14 days. During the first 14 days after the end date (the "handoff window"), you may, for each client, move it to another partner in good standing (with that client's consent), offer it to us in a book sale (see "Selling us your client book" below), or hand it over to us, in which case we offer the client a way to keep its service. We won't contact your clients about their options during the handoff window, except for the reasons in "Support" above, or if a client contacts us first.
3. Then we tell each client plainly. After the handoff window, for every client you haven't moved or sold, we may contact the client directly, as Fullday, never in your name or brand, to say that its agency ended its service and that its service keeps running, and to offer it three choices: keep its service directly with us, move to another partner, or export its data and leave. We move a client's account only with the client's consent. A client that doesn't choose by the end of the grace period may have its service paused, with its data, numbers and website held for at least 30 more days so it can still choose.
4. What we won't do. We won't ask your clients to pay anything you owe us, and we won't tell them anything untrue about you or why your account ended. If we contact them, we'll say only that the agency's service ended.
5. What you'll do. You'll cooperate with the transition: you won't hold back your clients' data, phone numbers or domains, you'll point any domain that serves a client's website or portal to our servers for the grace period (or let us move the client to another domain), and you won't tell your clients anything untrue about the service or the transition.

If your account ends because you broke this agreement in a way that put your clients or their customers at risk (for example, fraud or unlawful outreach), we may skip the handoff window and contact your clients right away.

If you want to leave the program, or stop serving some clients, you may offer us those client relationships. We may, but don't have to, make you an offer to take them on (a "book sale"), for example a payment based on what those clients paid you in recent months. You don't have to accept. A book sale happens only under a separate written offer that you accept, and it states which clients are included, the price, when it's paid, and any conditions (for example, that the clients stay active for a period, or that you introduce us to them).

In a book sale, each client still chooses for itself: we'll ask each one to consent to moving its account, and the price may depend on how many do. Until a book sale is signed by both of us, this agreement's other terms, including the handoff window, apply as usual.

The lead finder and cold email tools are for reaching businesses, by email only. When you use them:

• You're the sender of every message, and you're responsible for following CAN-SPAM and every other law that applies, including an honest sender name and subject, your physical postal address in every email, a working unsubscribe, and honoring opt-outs for good.
• Don't cold text or cold call anyone through the service, and don't import purchased or scraped lists of personal contacts.
• Follow the sending limits and warm-up we set. We pause an inbox or a sequence automatically when its bounce rate is too high, and we may pause sending in other ways to protect deliverability for everyone, for example if complaint rates are too high.
• With warm-up on, your connected inboxes exchange a few ordinary emails a day with other partners' connected inboxes, written by us and filed away automatically on both sides. Don't reply to, forward or otherwise use the warm-up emails you receive, or the addresses they come from.
• Businesses can ask not to be contacted or listed; the opt-out list applies to you too.

We give you sales scripts, snapshots, templates and Training. You may use and adapt them to sell the service while you're a partner. They're our property, licensed to you, not sold. Don't publish or resell them. They're guidance, not guarantees: you're responsible for what you actually say and promise.

• No income or earnings claims. Don't tell anyone they'll make a particular amount of money by becoming a partner, reselling the service or using it.
• No fake results. Use only real results with permission, and never invent testimonials, reviews, case studies or statistics. Label sample data and demos as samples.
• Don't impersonate us or claim to be us, and don't use our trademarks in ads, domains or social names without our written permission.
• Follow every ad platform's rules and the Acceptable use policy.
• We may ask you to change or remove marketing that breaks these rules, and you'll do so promptly.

Referral bonuses are credits, unless we say otherwise in writing. They have no cash value. Self-referrals, referrals of your own other businesses, fake accounts, and paid ads on our brand name don't qualify. We may withhold or take back rewards obtained by fraud or by breaking these rules, and we may change or end the referral program at any time for future referrals.

You're an independent business. This agreement doesn't create a franchise, partnership, joint venture, employment or agency relationship. You pay only for the software and usage you buy, at prices that are the same for all partners on the same plan; there is no franchise fee, and we don't control how you run your business. You can't make promises or sign anything on our behalf. [Counsel: confirm the program falls outside franchise and business opportunity laws in the states where partners sign up.]

In addition to the indemnity in the Terms, you'll defend, indemnify and hold us harmless from all claims, losses and costs (including reasonable attorneys' fees) arising from your clients, your contracts with them, what you promised them, payments you collected from them, your marketing and your outreach, and from any client's claim that would have been barred or limited had you put the flow-down terms in place.

You can end this agreement by cancelling your partner plan. We can end it as the Terms allow. When it ends: your right to resell stops; fees owed stay owed, including your clients' usage during the grace period; the client continuity steps and any signed book sale apply; and you'll stop presenting the service as available from you. Sections that by their nature should survive, including fees, client continuity, book sales, data, indemnity and the Terms' disputes section, survive.