Channel Partner Addendum
This Channel Partner Addendum ("Addendum") is entered into as of the Order Effective Date ("Addendum Effective Date") by and between Flip.to, Inc. ("Flip.to") and the Partner ("Partner"), as identified in the applicable Order Form.
This Addendum modifies the Master Subscription Agreement between the parties dated of the Order Effective Date of the most recent Order Form (the "Agreement"). Capitalized terms not defined herein shall have the meanings set forth in the Agreement.
1. Appointment & License Modification
1.1 Resale & Sublicense Grant. Notwithstanding the restrictions in the Agreement prohibiting resale, distribution, or time-sharing (specifically modifying Section 1 (License Grant) and Section 2 (Limitations on Use) of the Agreement), Flip.to hereby appoints Partner as a non-exclusive authorized reseller. Partner is granted the right to resell and/or sublicense access to the Services to third-party clients approved by Flip.to ("End Users") for the End User's internal business purposes.
1.2 Nature of End Users. For the purposes of the Agreement, End Users shall not be considered "Affiliates" of Partner. Partner acknowledges that the rights granted herein are solely for the benefit of the End User and do not grant Partner the right to use the Services for its own internal operations unless explicitly stated in a separate Order Form.
2. Partner Obligations
2.1 The "Flow-Down" (EULA). Partner shall not grant access to the Services to any End User unless such End User has entered into a binding written agreement with Partner ("End User Agreement"). This End User Agreement must contain terms regarding intellectual property, confidentiality, data privacy, and limitations of liability that are no less protective of Flip.to than those contained in the Agreement.
2.2 Enforcement. Partner is responsible for the acts and omissions of its End Users. Upon becoming aware of any breach of the End User Agreement that affects Flip.to (e.g., unauthorized copying or excessive usage), Partner must strictly enforce its rights against the End User, including suspending the End User's access to the Services if necessary to protect Flip.to.
2.3 Marketing & Representations. Partner shall not make any representations, warranties, or guarantees to End Users regarding the Services that are inconsistent with Flip.to's standard documentation or the Agreement.
3. Support & Financial Terms
3.1 Technical Support. Flip.to shall provide technical support directly to End Users in accordance with the standard support terms set forth in the Agreement. Partner agrees to provide reasonable assistance to Flip.to upon request to facilitate the resolution of such support inquiries (e.g., providing necessary configuration details, account access, or context regarding the End User's implementation).
3.2 Payment Responsibility. Partner is the sole responsible party for all Fees owed to Flip.to as set forth in the applicable Order Form. Partner's obligation to pay Flip.to is absolute and is not contingent upon Partner's receipt of payment from any End User.
4. Indemnification & Liability
4.1 No Direct Privity. Partner acknowledges that Flip.to has no direct contractual relationship with End Users. Partner agrees to indemnify, defend, and hold Flip.to harmless from and against any third-party claims arising out of:
(a) Partner's marketing, sales, or billing practices;
(b) Any dispute between Partner and an End User; or
(c) Any warranty or representation made by Partner to an End User that exceeds the scope of the warranties provided by Flip.to in the Agreement.
5. Suspension & Termination
5.1 Targeted Suspension. Flip.to reserves the right to suspend access to the Services for any specific End User if Flip.to reasonably determines that such End User is violating the Agreement or applicable laws, without suspending the Services for Partner's other compliant End Users.
5.2 Effect of Termination. Upon termination of this Addendum, Partner's right to resell the Services shall immediately cease. Flip.to may, at its sole discretion, offer to enter into direct agreements with End Users to ensure continuity of service.
Effective as of November 11, 2025
Last updated