Vendor Terms

Vendor / Reseller Terms & Conditions Last Revised: September 19, 2025 These Vendor / Reseller Terms & Conditions (the “Agreement”) govern participation in SmartBulk Messenger’s partner programs operated by LocalHost Digital d/b/a SmartBulk Messenger (“SmartBulk,” “we,” “us,” or “our”). By applying to, enrolling in, or reselling SmartBulk services, you (“Vendor,” “you,” or “your”) agree to this Agreement. If you enter this Agreement on behalf of an entity, you represent you have authority to bind that entity. 1) Program Definitions Services: SmartBulk’s software-as-a-service messaging platform, APIs, and related features. Customer: An end user that purchases or uses the Services via the Vendor. Vendor Types: Reseller: Purchases from SmartBulk and resells to Customers. Referral Partner: Introduces prospective Customers; SmartBulk contracts/bills directly. Distributor/Aggregator: Authorised to appoint Sub-Resellers (if expressly approved). Order: A transaction (online or order form) specifying plan(s), term, and quantities. Program Guide: Any written program rules, brand guidelines, discount schedules, and operating manuals we publish or provide to you (as updated from time to time). 2) Enrollment; Eligibility; Verification 2.1 Application & Approval. Enrollment is subject to SmartBulk’s review and written approval. We may approve, conditionally approve, or reject at our discretion. 2.2 KYC/Verification. You must provide accurate company info (legal name, address, tax IDs), principal contacts, and pass KYC/AML, sanction, and credit checks. You must promptly update changes. 2.3 Territory & Segment. Your authorised territory and vertical segments (if any) are set in your approval notice or the Program Guide. The program is non-exclusive. 3) Appointment; Scope; Non-Exclusivity 3.1 Appointment. Subject to this Agreement, SmartBulk appoints you as a non-exclusive Vendor to market, promote, and (if Reseller) resell the Services to Customers in your authorised territory. 3.2 No Authority to Bind. You are an independent contractor; you cannot bind SmartBulk, make warranties on our behalf, or modify our standard customer terms. 3.3 Sub-Resellers. You may appoint Sub-Resellers only if (i) expressly authorised in writing, and (ii) they agree in writing to obligations equivalent to this Agreement. You are liable for Sub-Resellers. 4) Orders, Pricing & Discounts 4.1 How Orders Work. Reseller: Places Orders with SmartBulk at the then-current partner price list or a mutually signed order form. You sell to Customers on your own terms, provided those terms are no less protective of SmartBulk than ours. Referral Partner: Submits qualified leads via the approved portal; SmartBulk contracts and bills the Customer directly. 4.2 Pricing & Changes. Partner prices, discounts, and margin tiers are in the Pricing & Discount Schedule (Annex A) and may be updated with at least 30 days’ notice (or sooner for new features you choose to sell). 4.3 Taxes. Prices exclude taxes. You are responsible for your taxes; Customers are responsible for theirs. If withholding applies, you will gross-up unless we provide a valid tax certificate. 4.4 Currency. Unless otherwise stated, partner invoices are in CAD. 5) Invoicing; Payment; Credit; Chargebacks 5.1 Reseller Billing. We invoice you for Orders on Net 30 (unless otherwise agreed). Late amounts accrue interest at 1.5% per month (or the maximum allowed by law). 5.2 Credit Limits. We may set/adjust credit limits, require prepayment, or suspend fulfillment for late or overdue accounts. 5.3 Chargebacks & Collections. You are responsible for Customer non-payment under your invoices. SmartBulk may suspend Services for your non-payment; suspension does not waive amounts due. 5.4 Referral Fees. Referral commissions, rates, eligibility windows, and payout timelines are in Annex A. Commissions are paid only on collected revenue and may be clawed back on refunds/chargebacks. 6) Customer Contracts; Flow-Down Terms 6.1 Customer Agreement. Each Customer must accept SmartBulk’s then-current Customer Terms of Service and Acceptable Use Policy (AUP) (or materially equivalent protections in your contract approved by SmartBulk in writing). 6.2 Flow-Down Obligations. You must flow down to Customers obligations at least as protective regarding: (i) anti-spam/consent; (ii) data protection & security; (iii) acceptable use; (iv) IP and confidentiality; (v) export/sanctions; and (vi) limitations of liability and disclaimers. 6.3 Records. You must keep auditable records showing Customer acceptance of required terms and consents (see §10 and Annex D). 7) Provisioning; Support; SLAs 7.1 Provisioning. We will provision Services upon (a) order acceptance, and (b) receipt of required Customer data (sender IDs, compliance settings, webhooks). 7.2 Support Tiers. SmartBulk to Vendor: We provide partner-level support per Annex F. Vendor to Customer: You provide Tier-1 support to your Customers unless otherwise agreed in writing. SLA Pass-Through: Any uptime/service credits applicable to Customers are limited to those published by SmartBulk and may only be passed through as stated in Annex F. 8) Marketing & Brand 8.1 Brand Usage. Use of our trademarks, logos, and product names must follow Brand Guidelines (Annex B). No implied endorsement. All goodwill accrues to SmartBulk. 8.2 Co-Marketing. Press releases, case studies, and public announcements require prior written approval. 9) Compliance; Acceptable Use; Carrier Rules 9.1 Laws & Policies. You and Customers must comply with all applicable laws, including CASL, CAN-SPAM, TCPA (where applicable), privacy laws (e.g., PIPEDA, GDPR/UK GDPR if applicable), and telecom/carrier rules and best practices. 9.2 Consent & Opt-Outs. You must ensure express consent where required, maintain consent logs, identify the sender, include opt-out mechanisms in every message where required, and honor opt-outs promptly. 9.3 Prohibited Content/Use. No illegal, harmful, or abusive messaging; no spam, scams, phishing, or content that violates our AUP or carrier policies. We may suspend or throttle traffic to protect platform integrity, carriers, or recipients. 9.4 Audits. Upon reasonable notice, you will provide evidence of compliance (consent records, sample messages, suppression lists, complaint logs). 10) Data Protection & Security 10.1 Roles. For Customer personal data processed in the Services, SmartBulk acts as a processor/service provider to the Customer (controller/business). Vendor may act as controller or processor depending on its role with the Customer. 10.2 DPA. Data processing is governed by the SmartBulk Data Processing Addendum (Annex C). You must pass through equivalent data protection terms to Customers and Sub-Resellers. 10.3 Security. You must implement reasonable technical and organisational measures to protect personal data and credentials; never share Customer credentials publicly. 10.4 Incident Notice. Notify SmartBulk without undue delay of any suspected or actual security incident affecting the Services or Customer data you handle. 11) Intellectual Property; Licences 11.1 Ownership. SmartBulk retains all right, title, and interest in and to the Services, documentation, and underlying IP. No implied rights. 11.2 Demo/Marketing Licences. We may grant limited, revocable licences for demos or marketing. You may not reverse engineer, modify, or create derivative works except where permitted by law. 11.3 Feedback. You grant SmartBulk a royalty-free, worldwide, irrevocable licence to use Feedback to improve the Services. 12) Confidentiality 12.1 Confidential Information. Non-public information disclosed by either party that is marked or reasonably understood as confidential. 12.2 Use & Protection. Use only for program purposes; protect with at least reasonable care; disclose only to those with a need to know and equivalent obligations. 12.3 Compelled Disclosure. May disclose if required by law, with prompt notice where legally permitted. 13) Warranties; Disclaimers 13.1 Vendor Warranties. You warrant that: (a) you are duly organised and authorised; (b) you will comply with laws and this Agreement; (c) your marketing and claims about the Services will be truthful and consistent with SmartBulk-approved materials. 13.2 SmartBulk Disclaimer. EXCEPT AS EXPRESSLY STATED IN A SIGNED ORDER, THE SERVICES AND PROGRAM ARE PROVIDED “AS IS.” SMARTBULK DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 14) Indemnities 14.1 Vendor Indemnity. You will defend and indemnify SmartBulk, its affiliates, and personnel against claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your or your Sub-Resellers’ breach of this Agreement; (b) your marketing, promises, or unauthorised representations; (c) your or your Customers’ violations of laws (including CASL/CAN-SPAM/TCPA/GDPR) or carrier rules; (d) claims related to your own products/services. 14.2 IP Indemnity by SmartBulk. Subject to program rules and exclusions, SmartBulk will defend and indemnify against third-party claims that the Services (as supplied by SmartBulk) infringe a valid IP right, provided you promptly notify us and cooperate. Remedies may include modifying the Services, procuring rights, or refunding prepaid fees for the affected portion and terminating the impacted subscription. 15) Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR (i) YOUR PAYMENT OBLIGATIONS; (ii) YOUR INDEMNITY UNDER §14.1; (iii) YOUR BREACH OF IP OR CONFIDENTIALITY; OR (iv) YOUR VIOLATION OF LAWS (INCLUDING ANTI-SPAM/PRIVACY), EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY VENDOR TO SMARTBULK IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. 16) Term; Suspension; Termination 16.1 Term. This Agreement begins on approval and continues until terminated. 16.2 Suspension. We may suspend Services or program benefits for (a) non-payment; (b) suspected AUP/legal violations; (c) security risks; or (d) excessive complaints or carrier blocks. 16.3 Termination for Convenience. Either party may terminate with 30 days’ written notice. 16.4 Termination for Cause. Either party may terminate immediately for a material breach not cured within 10 days after notice, or immediately for unlawful conduct or risk to platform/carrying networks. 16.5 Effects. On termination: (a) unpaid amounts become immediately due; (b) rights and licences granted to you end; (c) you must cease using SmartBulk marks and Confidential Information; (d) Customer subscriptions already contracted may continue under Customer terms if billed directly by SmartBulk. 16.6 Survival. §§ 6–15, 16.5–16.6, 17–20 survive. 17) Audits & Records Maintain accurate books and records relating to Orders, Customer contracts, consent logs, and compliance for three (3) years. Upon reasonable notice (no more than annually unless for cause), SmartBulk may audit during normal business hours. 18) Anti-Bribery; Export; Sanctions Comply with anti-corruption laws (e.g., Corruption of Foreign Public Officials Act), trade sanctions, and export controls. You will not market or provide the Services to prohibited parties or jurisdictions. 19) Insurance (If Required) If specified in your approval letter or Annexes, maintain commercial general liability, technology/professional liability (including network security/privacy), and cyber insurance with reputable carriers and provide certificates upon request. 20) Governing Law; Venue This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding conflict rules. The parties submit to the exclusive jurisdiction and venue of the courts in Ottawa, Ontario, Canada. 21) Miscellaneous 21.1 Assignment. You may not assign this Agreement without SmartBulk’s prior written consent (not unreasonably withheld); any unauthorised assignment is void. SmartBulk may assign to an affiliate or in connection with a merger, acquisition, or sale of assets. 21.2 Notices. Notices must be in writing and sent to the addresses exchanged at enrollment (or updated in the partner portal) and are deemed given upon receipt. 21.3 Entire Agreement; Order of Precedence. This Agreement (including Annexes and the Program Guide) is the entire agreement and supersedes prior discussions. In case of conflict: (i) a mutually signed order form; then (ii) Annexes; then (iii) this Agreement; then (iv) the Program Guide. 21.4 Amendments. We may update program materials (including Annex A) with notice. Material adverse changes to core legal terms require mutual agreement, except where required by law or carriers. 21.5 Severability; Waiver. If any provision is unenforceable, it will be modified to the minimum extent to be enforceable; the remainder remains in effect. Failure to enforce is not a waiver.