Technology and Agency Partner Addendum
This Technology and Agency 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 (the "Agreement"). Capitalized terms not defined herein shall have the meanings set forth in the Agreement.
This Addendum authorizes Partner to deploy the Services to third-party clients ("Hosted Clients") as part of Partner's service offerings. Partner may integrate, operate, and manage the Services on behalf of Hosted Clients without requiring Hosted Clients to enter into a direct agreement with Flip.to, provided that Partner complies with the obligations set forth herein.
1. Definitions
As used in this Addendum:
"Hosted Client" means a third-party client of Partner to which Partner deploys the Services pursuant to this Addendum.
"Hosted Client Agreement" means the written agreement between Partner and a Hosted Client governing Partner's provision of services to such Hosted Client, including the deployment of the Services.
"Hosted Client Data" means any data, information, or material collected or processed through Partner's deployment of the Services to a Hosted Client, including data relating to such Hosted Client's guests, visitors, or end users.
"Partner" means the entity identified as such in the applicable Order Form entering into this Addendum with Flip.to.
"Partner Integration" means any integration, interface, application, or other work developed by Partner that connects to or interoperates with the Services.
"Services," as used in this Addendum, means those Services identified in an applicable Order Form as authorized for deployment to Hosted Clients.
2. Appointment and Authorization
2.1 Deployment Rights. Notwithstanding the restrictions in the Agreement prohibiting resale, distribution, or time-sharing (specifically modifying Section 1 and Section 2 of the Agreement), Flip.to hereby authorizes Partner to deploy the Services to Hosted Clients as part of Partner's service offerings. Partner may present the Services to Hosted Clients without Flip.to branding (white-label) unless Partner elects otherwise.
2.2 Non-Exclusive Relationship. This Addendum establishes a non-exclusive relationship. Nothing herein shall prevent Flip.to from appointing other partners or from providing Services directly to any customer. Nothing herein shall prevent Partner from offering, deploying, or integrating other products or services, including those that may compete with the Services. Exclusive arrangements, if any, shall be as set forth in an applicable Order Form.
2.3 Direct Rights Reserved. Flip.to reserves the right to suspend access to the Services for any specific Hosted Client, without suspending Services for Partner's other Hosted Clients, if Flip.to reasonably determines that such Hosted Client is: (a) engaging in illegal activity; (b) violating applicable laws or regulations; (c) posing a threat to the security or integrity of Flip.to's systems; (d) disrupting or threatening to disrupt service to other Flip.to customers; (e) exposing Flip.to to potential legal liability; (f) using the Services for spam or unsolicited communications; (g) attempting to reverse engineer, copy, or misappropriate Flip.to technology; or (h) otherwise engaging in activity that poses a material risk to Flip.to's business, reputation, or legal standing.
3. Hosted Client Relationships
3.1 Flow-Down Requirements. Partner shall not grant access to the Services to any Hosted Client unless such Hosted Client has entered into a Hosted Client Agreement with Partner. Each Hosted Client Agreement must contain terms regarding intellectual property, confidentiality, data privacy, acceptable use, and limitations of liability that are no less protective of Flip.to than those contained in the Agreement and this Addendum. Specifically, Hosted Client Agreements must include terms prohibiting Hosted Clients from reverse engineering, copying, or creating derivative works of the Services.
3.2 Partner Responsibility. Partner is responsible for the acts and omissions of its Hosted Clients. Upon becoming aware of any breach of a Hosted Client Agreement that affects Flip.to or any violation of the terms of this Addendum by a Hosted Client, Partner shall take corrective action (including suspension of such Hosted Client's access if requested by Flip.to) within five (5) business days of notice from Flip.to. Notwithstanding the foregoing, if Flip.to reasonably determines that a Hosted Client's actions pose an imminent threat to Flip.to's systems, legal compliance, or other customers, Flip.to may suspend such Hosted Client's access immediately upon notice to Partner.
3.3 Audit Rights. Upon Flip.to's reasonable request in connection with a suspected violation or Hosted Client incident, Partner shall provide Flip.to with copies of the relevant Hosted Client Agreement(s) for review. Any agreements provided shall be treated as Partner's Confidential Information pursuant to Section 22 of the Agreement.
3.4 Marketing and Representations. Partner shall not make any representations, warranties, or guarantees to Hosted Clients regarding the Services that are inconsistent with Flip.to's standard documentation or the Agreement.
4. Data Ownership and Processing
4.1 Data Roles. The parties acknowledge that, with respect to Hosted Client Data: (a) each Hosted Client is the data controller; (b) Partner is a data processor acting on behalf of the Hosted Client; and (c) Flip.to is a sub-processor acting on behalf of Partner. Flip.to does not own any Hosted Client Data.
4.2 Data Processing Agreement. Partner acknowledges that Flip.to processes Hosted Client Data as a sub-processor on Partner's behalf. The Data Processing Agreement between Flip.to and Partner governs such processing. Partner shall enter into a data processing agreement with each Hosted Client that: (a) establishes Partner as a processor of Hosted Client Data; (b) authorizes Partner's use of sub-processors; and (c) imposes data protection obligations on Partner no less protective than those set forth in Flip.to's Data Processing Agreement.
4.3 Aggregated Data. Flip.to may generate aggregated and de-identified data from Hosted Client Data in accordance with Section 1.4 of the Agreement. Partner shall have access to: (a) aggregated insights relating to each individual Hosted Client; and (b) aggregated insights across Partner's Hosted Client portfolio. Industry-wide benchmarks derived from Flip.to's broader customer base are not included and remain the exclusive property of Flip.to.
4.4 Use of Data and Insights. Partner may display, incorporate, or reproduce data and insights from the Services within Partner's own platforms, reports, or materials provided to Hosted Clients, subject to the following: (a) Partner shall present such data accurately and without material modification; (b) Partner shall not misrepresent the source, methodology, or reliability of such data; and (c) Partner shall not represent such data or insights as Partner's proprietary technology or analytics.
5. Intellectual Property
5.1 Flip.to Ownership. All Intellectual Property Rights in the Services, Flip.to Technology, and related materials remain exclusively with Flip.to. Partner's right to deploy the Services without Flip.to branding does not transfer, convey, or imply any ownership interest in the Services, Flip.to Technology, or related Intellectual Property Rights.
5.2 Partner Restrictions. Partner shall not, and shall not permit any Hosted Client or third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, algorithms, or methodologies of the Services; (b) copy, replicate, or create derivative works of the Services or any Flip.to Technology; (c) use access to the Services to build or assist in building a competitive product or service; or (d) remove, obscure, or alter any proprietary notices in the Services.
5.3 Competitive Use Restriction. Partner shall not use any Confidential Information, trade secrets, or proprietary knowledge obtained through access to the Services to develop, enhance, or market any product or service that competes with the Services.
5.4 Partner Integrations. Partner may develop Partner Integrations that connect to or interoperate with the Services. As between the parties, Partner shall own Partner Integrations, provided that such Partner Integrations: (a) do not incorporate, embed, or contain any Flip.to Technology, source code, or Confidential Information; and (b) are developed independently using Flip.to's published APIs and documentation. To the extent any Partner Integration incorporates, depends upon, or is designed to function with the Services, Partner's right to use such Partner Integration shall be contingent upon Partner maintaining a valid license to the Services under this Addendum. Upon termination of this Addendum, Partner shall cease use of any Partner Integration that cannot function independently of the Services.
5.5 Prohibited Developments. Partner shall not develop any algorithms, models, methodologies, or analytics approaches derived from or designed to replicate the functionality of the Services.
6. Implementation and Support
6.1 Implementation. Partner shall be responsible for deploying the Services to Hosted Clients, including all technical implementation and configuration. Flip.to shall provide Partner with documentation and initial training reasonably sufficient to enable Partner to implement and support the Services for Hosted Clients. Additional training, certification programs, or dedicated enablement services may be made available pursuant to a separate Order Form or statement of work.
6.2 Support. Partner shall serve as the sole point of contact for Hosted Client support inquiries related to the Services. Flip.to shall provide technical support to Partner in accordance with the support terms set forth in the Agreement or applicable Order Form. Partner is responsible for providing first-line support to Hosted Clients and escalating technical issues to Flip.to as needed. Flip.to shall not provide support directly to Hosted Clients unless mutually agreed in writing.
6.3 Certifications. Partner certification or training requirements, if any, shall be as specified in the applicable Order Form. Failure to maintain required certifications may result in suspension of Partner's deployment rights until such certifications are completed.
7. Fees and Payment
7.1 Payment Responsibility. Partner shall pay all Fees as set forth in the applicable Order Form. The Fee structure (including per-Hosted-Client fees, volume-based fees, platform fees, or other pricing models) shall be specified in each Order Form. Partner's obligation to pay Fees to Flip.to is absolute and unconditional, and is not contingent upon Partner's receipt of payment from any Hosted Client.
7.2 Direct Billing Option. Notwithstanding Section 7.1, an Order Form may specify that certain Hosted Clients shall pay Fees directly to Flip.to. In such cases, the Order Form shall set forth the applicable terms, including any continuing obligations of Partner with respect to such Hosted Clients.
7.3 Minimum Commitments. An Order Form may specify minimum Hosted Client deployment counts, revenue commitments, or other performance thresholds. Failure to meet such minimums may result in consequences specified in the applicable Order Form, including modification of Fee structures or termination of this Addendum.
8. Reporting and Records
8.1 Records. Partner shall maintain accurate records of all Hosted Clients to which Partner deploys the Services, including Hosted Client identity, properties, deployment dates, and usage.
8.2 Reporting. Partner shall provide Flip.to with summary reports of Hosted Client deployments and usage on a quarterly basis, or as otherwise specified in the applicable Order Form. Detailed records shall be made available to Flip.to upon reasonable request in accordance with Section 3.3.
9. Compliance with Laws
9.1 General Compliance. Partner shall comply, and shall ensure that each Hosted Client deployment complies, with all applicable laws and regulations, including without limitation:
(a) Data Privacy. All applicable data protection and privacy laws and regulations, including GDPR, CCPA, and other applicable privacy frameworks, in each jurisdiction where Hosted Clients operate or where data subjects are located.
(b) Anti-Spam. All applicable laws governing electronic communications, including CAN-SPAM, CASL, and similar regulations, and Partner shall not use or permit the Services to be used for unauthorized or unsolicited communications.
(c) Export Controls. All applicable export control laws and regulations, including U.S. Export Administration Regulations. Partner shall not deploy the Services to, or permit access by, any entity or individual located in a sanctioned country or appearing on any restricted party list.
9.2 Notification. Partner shall promptly notify Flip.to if Partner becomes aware of any violation of applicable laws in connection with a Hosted Client deployment.
10. Data Breach Notification
10.1 Notification to Partner. Flip.to shall notify Partner without undue delay, and in any event within forty-eight (48) hours, upon becoming aware of any security incident that affects Hosted Client Data ("Data Breach"). Such notification shall include, to the extent known: (a) the nature of the Data Breach; (b) the categories and approximate volume of data affected; (c) likely consequences; and (d) measures taken or proposed to address the incident.
10.2 Notification to Hosted Clients. Partner shall be responsible for notifying affected Hosted Clients of any Data Breach in accordance with Partner's obligations under applicable law and the relevant Hosted Client Agreements.
10.3 Cooperation. Each party shall cooperate with the other in investigating and remediating any Data Breach and shall provide reasonable assistance in connection with any notifications to regulators or affected individuals.
10.4 Regulatory Communications. Partner shall keep Flip.to informed of any regulatory inquiries or legal proceedings arising from a Data Breach affecting Hosted Client Data.
11. Subcontracting
11.1 Permitted Subcontracting. Partner may engage subcontractors to perform implementation, support, or other services in connection with Partner's obligations under this Addendum, provided that: (a) Partner shall enter into a written agreement with each subcontractor containing confidentiality, data protection, and intellectual property terms no less protective of Flip.to than those set forth in the Agreement and this Addendum; and (b) Partner shall remain fully responsible for the acts and omissions of its subcontractors as if they were Partner's own.
11.2 No Relief of Obligations. Partner's use of subcontractors shall not relieve Partner of any obligations under this Addendum.
12. Indemnification
12.1 Partner Indemnification. Partner agrees to indemnify, defend, and hold Flip.to harmless from and against any third-party claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees) arising out of or relating to: (a) Partner's marketing, sales, or billing practices; (b) any dispute between Partner and a Hosted Client; (c) any warranty or representation made by Partner to a Hosted Client that exceeds the scope of the warranties provided by Flip.to in the Agreement; (d) Partner's failure to comply with the flow-down requirements of this Addendum; (e) Partner's failure to maintain required data processing agreements with Hosted Clients; or (f) a Hosted Client's misuse of the Services.
12.2 Flip.to Indemnification. Flip.to's indemnification obligations set forth in Section 9(b) of the Agreement shall extend to claims against Partner arising from Flip.to's infringement of third-party intellectual property rights. Such indemnification shall not extend to claims against Hosted Clients.
12.3 Indemnification Procedures. The indemnification procedures set forth in Section 9 of the Agreement shall apply to indemnification claims under this Addendum.
13. Limitation of Liability
13.1 Application of Agreement Limitations. The limitations of liability set forth in Section 18 of the Agreement shall apply to this Addendum.
13.2 Carve-Outs. Notwithstanding Section 13.1, the limitations of liability shall not apply to: (a) either party's indemnification obligations under this Addendum; (b) either party's breach of confidentiality obligations; (c) Partner's payment obligations; or (d) liability arising from a party's gross negligence or willful misconduct.
14. Term and Termination
14.1 Term. This Addendum shall become effective as of the Addendum Effective Date and shall remain in effect for the duration of the Agreement, including any renewal periods. Termination or expiration of the Agreement shall automatically terminate this Addendum. This Addendum may also be terminated independently pursuant to this Section 14.
14.2 Suspension of Partner. Flip.to may suspend Partner's access to the Services immediately upon notice for: (a) non-payment beyond ninety (90) days; (b) security threats or illegal activity; (c) activity that exposes Flip.to to imminent legal liability; or (d) a pattern of Hosted Client violations. For other material breaches, Flip.to shall provide Partner with thirty (30) days' notice and opportunity to cure before suspension.
14.3 Termination for Cause. Either party may terminate this Addendum for cause in accordance with Section 14 of the Agreement.
14.4 Wind-Down Period. Upon termination of this Addendum, Partner's right to deploy the Services to new Hosted Clients shall immediately cease. Existing Hosted Client deployments shall continue for a wind-down period of sixty (60) days following the effective date of termination.
14.5 Payment During Wind-Down. During the wind-down period: (a) if termination is due to Partner's breach, Partner shall remain responsible for all Fees; (b) if termination is due to Flip.to's breach, Flip.to shall waive Fees for the wind-down period; and (c) if termination is by Partner for convenience or upon expiration without renewal, Partner shall remain responsible for all Fees.
14.6 Direct Relationships. Following termination or expiration of this Addendum, Flip.to may, at its sole discretion, offer to enter into direct agreements with Hosted Clients to ensure continuity of service.
14.7 Post-Termination Data Handling. During the wind-down period, Partner may export Hosted Client Data using the standard export functionality of the Services. Partner shall be responsible for coordinating any data export requirements with Hosted Clients. Following expiration of the wind-down period, Flip.to shall retain Hosted Client Data for thirty (30) days, during which Partner may request export of any data not previously retrieved. After such 30-day retention period, Flip.to shall delete all Hosted Client Data in accordance with Flip.to's standard data deletion practices, except for: (a) Hosted Client Data relating to Hosted Clients who have entered into a direct agreement with Flip.to; and (b) Aggregated/Anonymous Data, which Flip.to may retain in accordance with Section 1.4 of the Agreement. Upon Partner's written request, Flip.to shall provide written certification of deletion of Hosted Client Data.
15. Non-Solicitation
15.1 Restriction. During the term of this Addendum, Flip.to shall not directly solicit Hosted Clients to terminate their relationship with Partner or to enter into a direct agreement with Flip.to for the specific Services provided by Partner at the service tier specified in the applicable Order Form.
15.2 Permitted Activities. Flip.to may market, sell, or provide directly to Hosted Clients: (a) other Flip.to products or services not covered by an applicable Order Form; and (b) upgrades, premium tiers, or expanded service levels beyond those provided by Partner.
15.3 Exceptions. The restriction in Section 15.1 shall not apply: (a) following termination or expiration of this Addendum; (b) to Hosted Clients who independently contact Flip.to; or (c) to Hosted Clients whose access has been suspended or terminated pursuant to this Addendum.
16. Marketing Rights
16.1 Flip.to Use of Partner Marks. Flip.to may publicly identify Partner as a Flip.to partner and use Partner's name, mark, and logo in Flip.to's website and marketing materials, subject to Partner's prior written approval, which shall not be unreasonably withheld.
16.2 Partner Use of Flip.to Marks. Partner may identify itself as a Flip.to partner and use Flip.to's name, mark, and logo in Partner's marketing materials, subject to Flip.to's prior written approval and compliance with Flip.to's brand guidelines.
16.3 Hosted Client Marks. Flip.to shall not use the name, mark, or logo of any Hosted Client in marketing materials without Partner's prior written consent.
16.4 Press Releases and Case Studies. Neither party shall issue press releases or publish case studies referencing the other party or Hosted Clients without mutual written consent.
16.5 Platform Branding. Notwithstanding Section 19 of the Agreement, "Powered by Flip.to" or similar marks shall not appear in outputs of the Services deployed to Hosted Clients unless Partner elects otherwise.
17. Confidentiality
17.1 Application of Agreement. The confidentiality obligations set forth in Section 22 of the Agreement shall apply to this Addendum.
17.2 Hosted Client Information. For the avoidance of doubt, information regarding Hosted Clients, including their identities, properties, and usage of the Services, shall constitute Confidential Information of Partner.
18. Change Management
Flip.to will endeavor to provide Partner with reasonable advance notice of material changes to the Services, including feature changes, deprecations, or scheduled maintenance. The timing and method of such notice shall be at Flip.to's discretion. Partner shall be responsible for communicating relevant changes to Hosted Clients.
19. Service Levels
Service levels, uptime commitments, and related remedies, if any, shall be as set forth in the applicable Order Form. In the absence of specific service level terms in an Order Form, the warranty disclaimers and limitations set forth in Sections 15, 16, and 17 of the Agreement shall apply.
20. Insurance
Insurance requirements, if any, shall be as specified in the applicable Order Form.
21. Assignment
Notwithstanding Section 21 of the Agreement, Partner may not assign this Addendum to a direct competitor of Flip.to without Flip.to's prior written consent. For purposes of this section, a "direct competitor" means an entity that offers products or services substantially similar to the Services.
22. Dispute Resolution
Prior to initiating any legal proceeding arising out of this Addendum, the parties shall attempt in good faith to resolve the dispute through escalation to executive-level representatives of each party. If the dispute is not resolved within thirty (30) days of such escalation, either party may pursue remedies in accordance with Section 24 of the Agreement.
23. Order of Precedence
In the event of any conflict between the terms of the Agreement, this Addendum, and any Order Form, the conflict shall be resolved in the following order of precedence: (1) the applicable Order Form; (2) this Addendum; and (3) the Agreement.
24. General
24.1 Entire Agreement. This Addendum, together with the Agreement and any applicable Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, and agreements.
24.2 Amendments. This Addendum may not be modified except by a written instrument signed by authorized representatives of both parties.
24.3 Survival. Sections 4, 5, 12, 13, 14.7, 17, and 22 shall survive the expiration or termination of this Addendum.
Effective as of January 7, 2026
Last updated