Salesmsg Partner Agreement

Last Updated: April 8, 2026

This Partner Agreement (the "Agreement") is a binding agreement between SalesMessage, Inc. ("Salesmsg," "we," or the "Company") and the participating business entity ("Partner"). Collectively, the "Parties."

This Agreement governs your participation in the Salesmsg Partner Program (the "Program"), administered through PartnerStack, or such other platform as Salesmsg may designate from time to time (the "Partner Portal").

1. Program Structure and Enrollment

The Program comprises three partner tracks:

• Affiliate Track - Individuals or entities participating in referral-only arrangements via a unique tracking link.
• Agency Track - Marketing, services, or consulting firms operating in a referral or, upon certification and invitation, a resell or implementation motion.
• Technology Track - SaaS and platform partners participating in co-marketing or referral-based go-to-market arrangements.

To enroll, a Partner must:

• Accept this Agreement;
• Maintain an active partner account in the Partner Portal;
• Accurately complete account setup, including payment and tax information.

Salesmsg reserves the right to approve or reject any application at its sole discretion, without obligation to provide a reason.

2. Partner Motions

2.1 Referral Motion

All approved Partners may participate in the referral motion. Under this motion, the Partner introduces Salesmsg to a prospective customer and registers the deal in the Partner Portal. Salesmsg retains full responsibility for the sales process, onboarding, and ongoing customer lifecycle management. Commission terms applicable to referral arrangements are set forth in the Partner Portal and are subject to revision in accordance with Section 14.

2.2 Resell Motion (Certified Expert Agencies Only)

The resell motion is available exclusively to Agency Track partners who have achieved Expert Agency status through the Textize Certification process and have received a formal written invitation from Salesmsg. Under this motion, the Expert Agency may source, sell, and deliver onboarding and initial implementation services to end customers independently. Salesmsg retains long-term ownership of the customer relationship.

Participation in the resell motion is:

• Certification-gated - The Agency must complete the Textize Certification program, including all required curriculum modules and the cohort certification call, as administered through Salesmsg's designated learning management system;
• Performance-gated - The Agency must demonstrate a minimum of two partner-sourced deals registered in the Partner Portal, with both associated customer accounts active and in good standing for no fewer than 30 days without escalated support issues;
• Invitation-gated - Salesmsg must formally approve the Agency's upgrade to Expert status following review of certification completion, deal history, and account health. Completion of certification and satisfaction of performance criteria do not guarantee an invitation. Salesmsg retains sole discretion over Expert Agency designations.

Resell rights granted under this Agreement are non-exclusive, non-transferable, and non-sublicensable. Salesmsg may revoke resell rights upon written notice for any of the causes set forth in Section 3.3. Revocation of resell rights does not automatically terminate this Agreement; the Partner reverts to the referral motion upon revocation.

2.3 Implementation Motion

Certified Expert Agencies may provide implementation services to Salesmsg end customers, including account configuration, workspace setup, integration support, and onboarding delivery. Implementation services must be delivered in accordance with the Textize Certification curriculum and scope as defined by Salesmsg. Partners may separately bill end customers for implementation and ongoing management services at their own discretion.

Salesmsg assumes no liability for a Partner's implementation services, client-billed arrangements, or any representations made by the Partner to end customers in connection with such services. Partners shall indemnify, defend, and hold harmless Salesmsg and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the Partner's implementation services, onboarding delivery, client-billed arrangements, or any act or omission of the Partner in the course of delivering such services.

2.4 Motion Flexibility

A Certified Expert Agency retains the right to participate in the referral motion on a per-deal basis. The election of motion is made at the deal level through the Partner Portal. Referral terms remain available at all times regardless of Expert Agency status.

3. Textize Certification

3.1 Certification Framework

The Textize Certification is the credentialing pathway for Agency Track partners seeking Expert Agency status and access to the resell and implementation motions. The certification framework is maintained by Salesmsg Partnerships and delivered through Salesmsg's designated learning management platform.

The certification comprises:

• Completion of all required curriculum modules covering the Textize methodology (Capture, Connect, Convert, Care) and Salesmsg product implementation;
• Participation in and passage of a cohort certification call, conducted in a group format with Salesmsg evaluation;
• Satisfaction of eligibility criteria as defined in Section 2.2.

3.2 Certification Standards

Salesmsg reserves the right to revise certification requirements, curriculum content, eligibility criteria, and evaluation standards at any time. Partners will be notified of material changes through the Partner Portal or by email. Certifications already granted are not retroactively revoked solely due to curriculum updates unless the Partner's conduct or performance otherwise warrants review under Section 3.3.

3.3 Revocation of Expert Status

Salesmsg may revoke Expert Agency status upon written notice for any of the following causes:

• Failure to maintain account health standards across managed client accounts;
• Breach of this Agreement or Salesmsg's published policies;
• Patterns of avoidable escalation or client mismanagement;
• Material misrepresentation in connection with the certification or Expert upgrade process;
• Conduct that, in Salesmsg's reasonable judgment, reflects negatively on the Salesmsg brand or partner ecosystem;
• Failure to comply with applicable law in connection with the Partner's delivery of implementation or resell services.

Revocation of Expert Agency status terminates resell and implementation motion rights immediately upon notice. The Partner reverts to the referral motion. Commissions earned prior to revocation on already-registered deals are not affected unless the revocation results from fraud, intentional misrepresentation, or material breach directly related to commission-generating activity, in which case Salesmsg reserves the right to withhold such commissions.

4. Commission and Revenue Share

Commission structures, eligibility, calculation methodology, duration, and payout schedules applicable to each partner track and motion are defined within the Partner Portal (the "Commission Terms"). The Commission Terms are incorporated by reference into this Agreement and are available to all enrolled Partners upon login to the Partner Portal. Salesmsg will maintain a record of Commission Terms as in effect at relevant points in time for purposes of dispute resolution.

Partners are responsible for reviewing the current Commission Terms in the Partner Portal. Salesmsg may revise the Commission Terms at any time in accordance with Section 14. Commission rate changes apply only to deal registrations occurring on or after the effective date of the change and will not affect commissions already credited to previously registered deals.

Unless otherwise stated in the Commission Terms, commissions are calculated on Net Revenue, defined as gross subscription revenue received by Salesmsg less applicable taxes, refunds, chargebacks, and third-party fees.

5. Payment Terms

Payouts are issued through the Partner Portal. Partners are responsible for maintaining accurate payment and tax information. Salesmsg may delay or suspend payment for up to 90 days for fraud review, disputes, or discrepancies. Payment records are considered final after 12 months unless formally disputed. Disputes must be submitted in writing to Salesmsg within 60 days of the payment date in question.

6. Compliance with Laws and Regulations

6.1 General Compliance

Partners must comply with all applicable federal, state, and local laws and regulations in connection with their participation in the Program, including but not limited to:

• CAN-SPAM Act;
• Telephone Consumer Protection Act (TCPA);
• General Data Protection Regulation (GDPR), where applicable;
• California Consumer Privacy Act (CCPA), where applicable.

6.2 HIPAA Compliance

Salesmsg maintains HIPAA compliance in accordance with applicable law. To the extent a Partner's activities under this Agreement involve the access to, use of, or transmission of Protected Health Information (PHI) as defined under HIPAA, the Partner must comply with all applicable HIPAA requirements and notify Salesmsg prior to engaging in any such activities. A fully executed Business Associate Agreement (BAA) is required before any PHI-related activity may proceed. Partners who handle PHI without an executed BAA are in material breach of this Agreement. If Salesmsg becomes aware that a Partner is handling PHI without an executed BAA, Salesmsg reserves the right to immediately suspend the Partner's access to the Program pending execution of a BAA or termination of this Agreement.

6.3 SOC 2 Compliance

Salesmsg maintains SOC 2 Type II compliance. Partners are expected to implement reasonable security controls consistent with industry standards in connection with any access to Salesmsg systems, data, or customer information provided under this Agreement.

6.4 Data Privacy

Partners are solely responsible for ensuring their own data collection, referral, and marketing practices comply with applicable data protection laws and Salesmsg's Privacy Policy, as published and updated from time to time.

7. Use of Branding and Intellectual Property

Partners may use only pre-approved Salesmsg logos, trademarks, and marketing assets. Any use beyond pre-approved materials requires prior written authorization from Salesmsg.

Partners may not:

• Bid on Salesmsg trademarks in pay-per-click, paid search, or any other paid advertising channels;
• Impersonate Salesmsg or misrepresent their affiliation with or status within the Program;
• Use Salesmsg branding in domain names, social media handles, or advertising without explicit written permission;
• Use the Salesmsg Expert badge, designation, or any other certification mark without holding current Expert Agency status.

Unauthorized use of Salesmsg intellectual property may result in immediate termination and forfeiture of unpaid commissions.

8. Prohibited Conduct

Partners may not engage in:

• Spam, cookie stuffing, redirect manipulation, or deceptive advertising practices;
• Promotion of Salesmsg through channels or platforms containing adult, violent, hateful, discriminatory, or otherwise unlawful content;
• Registration of domain names or social media accounts incorporating Salesmsg trademarks;
• Misrepresentation of the Program, commission structures, certification, or Expert Agency status to prospective customers or third parties;
• Any activity that violates applicable law or regulation in connection with participation in the Program.

9. Resell Rights and Limitations

No rights to resell, white-label, or sublicense the Salesmsg platform are granted under this Agreement except as expressly authorized for Certified Expert Agencies under Section 2.2. Resell rights are non-exclusive, non-transferable, non-sublicensable, and revocable for cause as defined in Section 3.3. Any representation to the contrary is unauthorized and constitutes a material breach of this Agreement.

Any special commercial terms, co-marketing arrangements, or custom reseller terms beyond what is set forth herein must be separately agreed to in writing between the Parties. In the event of a conflict between this Agreement and any separately executed written agreement, the terms of the separately executed agreement shall control only to the extent of the conflict.

10. Warranties and Disclaimer

Salesmsg provides the Program and the Salesmsg platform on an "as is" and "as available" basis. Salesmsg makes no representations or warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Salesmsg does not warrant that the platform will be uninterrupted, error-free, or free of harmful components.

Partners represent and warrant that: (a) they have the legal authority to enter into this Agreement; (b) their participation in the Program will comply with all applicable laws and regulations; and (c) any information provided to Salesmsg in connection with enrollment or certification is accurate and complete.

11. Confidentiality

During the course of this Agreement, the Parties may exchange proprietary or confidential information. Each Party agrees to maintain the confidentiality of such information during the term of this Agreement and for a period of three (3) years following termination, and to use it solely for the purpose of fulfilling obligations under this Agreement.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) the receiving Party can demonstrate was independently known prior to disclosure; (c) is independently developed by the receiving Party without reference to the disclosing Party's confidential information; or (d) is required to be disclosed by applicable law or court order, provided the receiving Party gives the disclosing Party prompt written notice and cooperates in seeking a protective order.

Notwithstanding the foregoing, information constituting trade secrets under applicable law shall be protected for as long as such information qualifies as a trade secret, without regard to the three-year limitation above.

12. Term and Termination

Either Party may terminate this Agreement upon 30 days' written notice. Salesmsg may terminate immediately for cause, including but not limited to material breach, fraud, or conduct that Salesmsg determines is harmful to its customers, brand, or partner ecosystem.

Upon termination, the Partner must:

• Cease all use of Salesmsg branding, trademarks, and marketing materials;
• Remove all referral links and promotional materials;
• Delete or return all Salesmsg confidential information.

Commissions for eligible, registered referrals made prior to termination will be paid in accordance with the Commission Terms. Where termination results from fraud, intentional misrepresentation, or material breach directly related to commission-generating activity, Salesmsg reserves the right to withhold unpaid commissions attributable to such conduct.

13. Relationship of the Parties

This Agreement does not create a joint venture, partnership, agency, employment, or fiduciary relationship between the Parties. Each Party operates as an independent contractor. Partners have no authority to bind Salesmsg contractually or to make representations on Salesmsg's behalf.

14. Limitation of Liability

Neither Party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement or the Program, including loss of revenue, loss of data, or business interruption, regardless of whether such damages were foreseeable or the Party had been advised of the possibility of such damages.

Salesmsg's total aggregate liability to a Partner under this Agreement is limited to the total commissions paid to that Partner in the twelve (12) months preceding the event giving rise to the claim.

Nothing in this Section limits a Party's liability for: (a) fraud or intentional misconduct; (b) a Partner's indemnification obligations under Section 2.3; or (c) a Partner's obligations under Section 6.2 with respect to unauthorized handling of PHI.

15. Modifications

Salesmsg may update or revise this Agreement or certification requirements at any time, with or without advance notice. Updates will be communicated via the Partner Portal or by email. Continued participation in the Program following such updates constitutes acceptance of the revised terms.

Commission Term changes will apply only to deal registrations occurring on or after the effective date of the change. Commissions already credited to previously registered deals will be honored at the rate in effect at the time of registration.

16. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Florida, without regard to its conflict of law provisions, and the Federal Arbitration Act where applicable. Any disputes arising under or in connection with this Agreement shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall take place in Florida unless otherwise agreed by the Parties in writing.

17. Class Action Waiver

All disputes under this Agreement must be arbitrated on an individual basis. Each Party expressly waives any right to participate in a class action, consolidated proceeding, or mass arbitration.

18. Entire Agreement

This Agreement, together with the Commission Terms published in the Partner Portal and any separately executed written agreements between the Parties, constitutes the entire agreement between the Parties with respect to the Program. It supersedes all prior or contemporaneous representations, understandings, or agreements, whether oral or written, relating to the subject matter herein. In the event of a conflict between this Agreement and any separately executed written agreement, the terms of the separately executed agreement shall control only to the extent of the conflict.

SalesMessage, Inc. | partners@salesmessage.com

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