Effective Date: August 14, 2026
1. SCOPE AND DEFINITIONS
1.1. Program Overview.
These Reseller Terms ("Reseller Terms") apply to any User ("Reseller") approved by the Provider to purchase, license, or provision Platform Services for the purpose of reselling them to third parties ("End Customers"). This includes Managed Service Providers (MSPs), Agencies, and White-Label Distributors.
1.2. Independent Status (Anti-Agency & Anti-Fiduciary).
Resellers are independent commercial entities and are NOT agents, partners, joint venturers, franchisees, or legal representatives of the Provider.
(a) No Fiduciary Duty: Nothing in this Agreement creates any fiduciary duty, partnership duty, or obligation of mutual business development between the parties.
(b) No Authority: Resellers have no authority to bind the Provider, modify Provider terms, make warranties on behalf of the Provider, or create contractual obligations for the Provider.
(c) Sole Risk: Any representations, promises, or guarantees made by a Reseller to an End Customer that exceed the Provider’s official documentation are made solely at the Reseller’s risk.
1.3. Non-Exclusivity & Competition.
Reseller participation is non-exclusive.
(a) Direct Sales: Nothing in this Agreement restricts the Provider from offering Services directly in any market, territory, or customer segment.
(b) Other Channels: We reserve the right to appoint other resellers, distributors, or agents in your territory without restriction.
(c) Limited Non-Circumvention: During active participation in the Program, the Provider will not intentionally target the Reseller’s specifically identified End Customers for the purpose of displacing the Reseller relationship, except where required for security, legal, or operational reasons. This limited restriction does not apply to general marketing campaigns or inbound leads.
1.4. Regulatory Kill Switch.
The Provider may suspend or terminate the Reseller Program in any jurisdiction as necessary to comply with applicable law, regulation, government order, or legal guidance. We are not liable for damages resulting from such regulatory compliance measures, to the maximum extent permitted by applicable law.
1.5. Program Modification Right.
The Provider reserves the right to modify eligibility requirements, discount structures, margins, technical requirements, or participation criteria for the Program at any time, acting reasonably and in good faith. Modifications may be driven by commercial factors, technological evolution, or infrastructure changes. We do not guarantee that your current margin, tier status, or technical architecture will remain available indefinitely.
2. MERCHANT OF RECORD & FINANCIALS
2.1. Merchant of Record Status.
Unless expressly stated otherwise in a separate written agreement:
(a) Reseller is the Merchant: The Reseller—NOT the Provider—is the Merchant of Record for all transactions between the Reseller and its End Customers.
(b) Reseller Duties: You are solely responsible for pricing, billing, collecting payments, issuing refunds, calculating/remitting taxes, and ensuring regulatory compliance for your End Customers.
(c) No Privity: The Provider has no direct contractual relationship with End Customers unless expressly agreed in writing. We do not accept liability for them.
2.2. Payment Liability (No "Pay-When-Paid").
Your obligation to pay the Provider is absolute, unconditional, and independent of your relationship with your End Customers.
(a) Payment Due: You must pay all invoices issued by the Provider in full and on time, regardless of whether your End Customer pays you.
(b) Credit Risk: You bear 100% of the credit risk of your End Customers. The Provider will not void invoices, offer refunds, or extend payment terms due to non-payment, fraud, or chargebacks committed by your End Customers.
3. SUPPORT, OPERATIONS, AND COMPLIANCE
3.1. Support Boundary (The "Firewall").
The Provider provides support ONLY to the Reseller, not to End Customers.
(a) Level 1 Support: The Reseller is solely responsible for providing "Level 1" technical support (ticketing, basic debugging, account management) to End Customers.
(b) No Direct Contact: End Customers should not contact Pinkdude Support directly. If they do, we reserve the right to redirect them to the Reseller and decline to provide support.
(c) Escalation: You may only escalate technical issues to the Provider ("Level 2 Support") after you have verified the issue is with the Provider’s Infrastructure and not a client configuration error.
3.2. Operational Responsibility.
(a) Acceptable Use: You are responsible for ensuring your End Customers comply with the Provider’s Acceptable Use Policy (AUP). A violation by your End Customer is deemed a violation by You.
(b) Suspension for Abuse: If an End Customer engages in abusive behavior (e.g., Spam, DDoS), the Provider reserves the right to suspend the specific resources or, if isolation is not possible, the Reseller’s entire Account.
3.3. Audit and Investigation Rights.
To maintain the integrity of the Platform:
(a) Right to Audit: The Provider reserves the right to audit or investigate the Reseller’s compliance with this Agreement upon reasonable notice, including suspected fraud, abuse, or regulatory risk.
(b) Proportionality: Audits shall be conducted in a manner reasonably designed to minimize disruption to the Reseller’s business operations.
(c) Frequency Cap: Unless required by law or triggered by suspected fraud or regulatory risk, audits will not occur more than once in any twelve (12) month period.
(d) Cooperation: You agree to cooperate fully with any such investigation and provide reasonable documentation or certifications if requested to verify compliance with Anti-Money Laundering (AML) or Export Control laws.
3.4. Concentration Risk Control.
The Provider may limit provisioning volumes or Program participation if necessary to prevent operational, financial, or concentration risk. We reserve the right to cap the percentage of Platform capacity consumed by a single Reseller to protect overall ecosystem stability.
4. LIABILITY AND DISCLAIMERS
4.1. No Liability for Reseller Conduct.
The Provider does not supervise, control, or monitor the Reseller’s business practices. The Provider shall not be liable for:
(a) Misrepresentation: Deceptive sales practices, false promises, or "vaporware" sold by the Reseller.
(b) Service Bundling: Issues arising from the integration of Provider Services with third-party software or services.
(c) Unauthorized Modifications: Defects caused by the Reseller’s configuration or modification of the Service.
4.2. No Guarantee of Service Continuity.
The Provider does not guarantee that the Reseller Program, pricing tiers, or specific Service features will remain available indefinitely. We reserve the right to modify or discontinue the Program at any time without liability for your lost revenue or goodwill, to the maximum extent permitted by applicable law.
4.3. Liability Cap Reference.
The limitations of liability set forth in the Platform Terms of Service apply fully to Resellers and form an integral part of these Reseller Terms.
5. BRANDING AND INTELLECTUAL PROPERTY
5.1. Branding Restrictions.
(a) No Trademark Use: You may not use the Provider’s trademarks, logos, or trade names without prior written permission.
(b) No Confusion: You may not register domains, social media handles, or keywords that resemble the Provider’s brand (e.g., pinkdude-support.com) or imply an official affiliation.
(c) White Labeling: If utilizing White Label features, you may remove Provider branding where permitted, but you may not claim ownership of the underlying Intellectual Property.
6. INDEMNIFICATION (THE "SHIELD")
6.1. Reseller Indemnity.
The Reseller agrees to defend, indemnify, and hold harmless the Provider (and its officers, directors, and employees) from any claims, damages, losses, liabilities, and expenses (including attorneys’ fees) arising out of or related to:
(a) End Customer Claims: Any lawsuit brought by an End Customer against the Provider.
(b) Business Practices: The Reseller’s marketing, pricing, billing, or sales practices.
(c) Regulatory Violations: The Reseller’s failure to comply with tax laws, consumer protection laws, or data privacy regulations (e.g., GDPR, CCPA).
(d) Breach: The Reseller’s breach of any warranty or representation made to an End Customer.
This indemnification obligation applies regardless of whether a claim is well-founded, fraudulent, or ultimately dismissed.
7. TERMINATION AND SUSPENSION
7.1. Immediate Suspension.
The Provider may immediately suspend provisioning privileges or access to the Program if necessary to protect platform stability, security, or legal compliance. This is a surgical measure distinct from termination.
7.2. Termination for Cause.
The Provider may terminate a Reseller’s status immediately if the Provider determines, acting reasonably and in good faith, that the Reseller:
(a) Creates material legal exposure or material regulatory risk for the Provider.
(b) Engages in deceptive, fraudulent, or unethical business practices.
(c) Harms the integrity or reputation of the Platform.
7.3. Effect of Termination.
Upon termination:
(a) License Revocation: Your right to resell Services ceases immediately.
(b) End Customer Survival: To prevent service interruption, the Provider reserves the right (but not the obligation) to contact End Customers directly and offer them a direct contract. The Reseller waives any claim of "tortious interference" or "client poaching" in this specific scenario.
7.4. No Goodwill Compensation.
The Reseller acknowledges and agrees that it is not entitled to any indemnity, compensation, or damages for loss of goodwill, clientele, customer acquisition costs, or market development upon termination of this Agreement for any reason. This waiver applies to the maximum extent permitted by applicable law.
7.5. Survival.
Any provisions which by their nature should survive termination shall survive, including but not limited to payment obligations, indemnification, limitation of liability, intellectual property protections, no goodwill waivers, and dispute resolution provisions.
8. GENERAL
8.1. Governing Law.
These Reseller Terms shall be governed by the laws specified in the Platform Terms of Service. Any disputes arising under these Reseller Terms shall be resolved in accordance with the dispute resolution provisions of the Master Terms.
8.2. Relationship to Master Terms.
These Reseller Terms supplement the Platform Terms of Service. In the event of a conflict between these Reseller Terms and the Master Terms, these Reseller Terms shall control with respect to the Reseller Program only.
8.3. Force Majeure.
Reseller acknowledges that Service availability is subject to the Force Majeure provisions set forth in the Platform Terms of Service. The Provider is not liable for service interruptions caused by events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
8.4. Order of Precedence.
In the event of any conflict between these Reseller Terms and any reseller communication, marketing material, purchase order, statement of work, or other document, these Reseller Terms shall control unless expressly overridden in a signed written agreement executed by an authorized representative of the Provider.