Reseller Agreement
- Reseller Authorization. If the applicable Order Form expressly states that Customer has purchased reseller Services, Provider authorizes Customer, as reseller, to market, promote, and resell access to the applicable Services to its customers solely through Customer’s owned platform or other channels approved by Provider. These Reseller Terms are service-specific terms incorporated into the applicable Order Form and supplement the Terms and Conditions. Customer may not appoint sub-resellers or otherwise sublicense, assign, or transfer its reseller rights without Provider’s prior written consent.
- Customer Relationship. Customer is solely responsible for its relationship with its customers and end users, including sales, contracting, customer communications, first-level support, billing and collections, and compliance with any terms, policies, notices, or disclosures offered or required by Customer. No customer or end user of Customer will be deemed a customer of Provider solely by virtue of purchasing or using the Services through Customer.
- Use of Services. Customer will ensure that all access to and use of the Services by Customer and its customers and end users complies with the applicable Order Form, the Terms and Conditions, these Reseller Terms, Provider’s documentation, usage restrictions, acceptable use requirements, and applicable law. Customer will not, and will not permit any customer, end user, or third party to, reverse engineer, copy, modify, create derivative works from, benchmark, scrape, misuse, resell or sublicense except as expressly permitted in the applicable Order Form, circumvent metering or rate limits, avoid fees, or use the Services to build or assist a competing product or service.
- Orders; Fees; Wallet. Customer is responsible for all orders, charges, wallet funding obligations, data transfers, and activity submitted or enabled through Customer’s account, credentials, API keys, webhook endpoints, integrations, platform, or customers and end users. Customer shall pay all Fees and maintain sufficient wallet funds as required under the Terms and Conditions and applicable Order Form. Provider may refuse to release orders to production or may suspend Services unless sufficient funds are available or payment has been received in advance.
- Pricing Changes. Pricing changes for postage, USPS adjustments, production costs, third-party costs, or other pass-through charges will apply as stated in the Terms and Conditions and applicable Order Form. Customer is responsible for communicating any pricing changes to its customers and end users and remains responsible for all amounts payable to Provider regardless of whether Customer collects such amounts from its customers or end users.
- Branding and Attribution. Customer may use Provider’s name, trademarks, logos, and other branding materials only as approved by Provider and solely to market and provide the Services. Customer will not remove, obscure, or alter any proprietary notices, attribution, branding, or confidentiality legends included in or displayed through the Services, and all goodwill arising from use of Provider’s marks will inure solely to Provider.
- Support. Customer will provide first-level support to its customers and end users and will use commercially reasonable efforts to resolve customer and end-user issues before escalating technical support requests to Provider. Provider will provide reasonable technical support to Customer in accordance with the Terms and Conditions, the applicable Order Form, and Provider’s then-current support procedures.
- Customer Materials and Compliance. Customer is solely responsible for all Customer Materials, including all content, data, templates, mailing lists, offers, claims, proofs, approvals, instructions, and orders submitted by or on behalf of Customer or its customers and end users. Customer will ensure that all Customer Materials and all use of the Services comply with applicable laws, postal rules, privacy requirements, consumer protection requirements, do-not- mail obligations, and third-party rights.
- Ownership. Provider retains all rights, title, and interest in and to the Services, including the Platform, developer tools, SDKs, APIs, code, logic, architecture, documentation, workflows, processes, methodologies, improvements, enhancements, modifications, derivative works, aggregate or de-identified data, and related intellectual property. Customer and its customers and end users receive only the limited rights expressly granted to access and use the Services as permitted under the applicable Order Form, the Terms and Conditions, and these Reseller Terms.
- Feedback. Company may freely use any suggestions, feedback, enhancement requests, or recommendations provided by Reseller or its customers regarding the Services without restriction or obligation, and Reseller assigns to Company any rights it may have in such feedback to the extent necessary for Company to use, develop, commercialize, or incorporate it into the Services.
- Reseller Responsibility. Customer is responsible for the acts and omissions of its customers, end users, contractors, agents, representatives, and any person accessing the Services through Customer’s account, credentials, API keys, webhook endpoints, integrations, or platform as if they were Customer’s own acts or omissions. Any breach of these Reseller Terms by any such person will be deemed a breach by Customer.
- Suspension and Termination. Provider may suspend or terminate Customer’s reseller rights, access to the Services, or any customer’s or end user’s access through Customer if Provider reasonably determines that such access or use violates the applicable Order Form, the Terms and Conditions, these Reseller Terms, applicable law, Provider’s documentation or policies, or poses a risk to Provider’s systems, operations, security, or ability to provide the Services. Upon expiration or termination of Customer’s reseller rights, Customer will immediately cease marketing, reselling, and providing access to the Services except as otherwise approved by Provider in writing.