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    Schedule D

    Reseller Addendum

    Schedule D - terms for white-label resellers using sub-accounts.

    FollowUP CRM - Reseller Addendum

    Schedule D to the Master Subscription Agreement

    Effective Date: 10 May 2026 Version: 2.0 Last Updated: 10 May 2026 Governing Language: English


    📋 Quick Summary (TL;DR)

    • What this is. Additional terms that apply when you use the FollowUP CRM Platform to provide services to your own clients under your own brand - i.e., when you operate as an agency, consultancy, or reseller.
    • When it applies. Automatically, as soon as you create a Sub-Account for a client, enable white-label branding, or otherwise resell access to the Platform.
    • Why it matters. As a Reseller, you sit between us and your clients. Your obligations are bigger than a regular Customer's: you must flow down our terms, manage your clients' compliance, handle their disputes, follow our pricing rules (MAP), and operate within the limits HighLevel imposes upstream on white-label resale.
    • The non-negotiables. (1) MAP Policy - you can't undercut HighLevel's standard pricing in your advertising. (2) No lifetime / one-time-fee resale. (3) No HighLevel impersonation. (4) No referring your clients to us or HighLevel directly for support. (5) You handle your clients' refunds and disputes.

    1. Scope and Application

    1.1 Who Is a Reseller Customer

    You are a "Reseller Customer" if any of the following is true:

    (a) you create one or more Sub-Accounts for use by your end clients; (b) you enable white-label branding features and present the Platform under a brand other than "FollowUP CRM"; (c) you charge your end clients for access to the Platform; (d) you act as an agency, consultancy, marketing service provider, or reseller that provides Platform-enabled services.

    1.2 Automatic Incorporation

    This Reseller Addendum is Schedule D to the MSA and applies automatically. No separate signature is required.

    1.3 Order of Precedence

    Where this Addendum and the MSA address the same subject in conflicting ways, this Addendum prevails for Reseller-specific matters. For all other matters, the MSA prevails.

    1.4 You Are Still a Customer

    Becoming a Reseller Customer does not remove your obligations as a Customer under the MSA, AUP, DPA, Privacy Policy, or any other Schedule. It adds the obligations in this Addendum.


    2. White-Label License

    2.1 License Grant

    Subject to your compliance, we grant you a limited, non-exclusive, non-transferable, non-sublicensable (except to your end clients via Sub-Accounts), revocable license to:

    (a) access and use the Platform to provide services to your end clients under your own branding; (b) apply your trademarks, logos, color scheme, and visual identity to the white-label customization surfaces; (c) publish your white-labelled version on application stores at your own risk and cost.

    2.2 What the License Does Not Cover

    The license does not authorize you to:

    (a) claim ownership of the Platform or its underlying technology; (b) sublicense the Platform to third parties other than as Sub-Account end clients; (c) transfer or assign the license without our written consent; (d) make material modifications beyond the customization surfaces we expose; (e) reverse-engineer, decompile, or attempt to derive source code; (f) continue to use the Platform after termination.


    3. Disclosure Obligations and Restrictions on Representation

    3.1 No HighLevel Impersonation

    You may not:

    (a) represent yourself as an employee, agent, partner, or representative of HighLevel Inc. or of FollowUP CRM beyond your authorized role; (b) suggest endorsement, partnership, or business relationship with HighLevel; (c) use "HighLevel," "GoHighLevel," "LeadConnector," "SaasPreneur," or any HighLevel marks except as factually necessary; (d) state that the Platform is superior to HighLevel's own platform, or that your white-labelled version is independently developed.

    3.2 Disclosure to End Clients - Required

    You must disclose to your end clients:

    (a) that personal data may be processed by Sub-processors located outside their country, including in the United States; (b) the transfer mechanism relied upon (DPF, SCCs, etc.); (c) that you, not we, are the point of contact for support, billing, and disputes; (d) the substantive obligations they accept (mirroring AUP, DPA, and key MSA terms).

    3.3 No Re-Routing of End Clients

    You will not direct your end clients to contact FollowUP CRM or HighLevel directly for any matter that is your responsibility (support, billing, refunds, complaints), except for: security vulnerabilities; child safety / CSAM; DMCA takedown requests; where we explicitly authorize.


    4. Flow-Down of Obligations to Your End Clients

    4.1 Mandatory Pass-Through

    You must enter into a written agreement with each end client before granting them access to a Sub-Account. That agreement must:

    (a) impose obligations on the end client that are at least as protective of FollowUP CRM, HighLevel, and other affected third parties as our MSA, AUP, and DPA; (b) include, at minimum:

    • compliance with all applicable laws (TCPA, CAN-SPAM, GDPR, CASL, PECR, Georgian law);
    • prohibitions on uses parallel to our AUP (no spam, fraud, CSAM, IP infringement, harmful content);
    • AI use restrictions consistent with AUP Section 4 (EU AI Act compliance);
    • a privacy notice covering the end client's processing of end-user data;
    • a written controller-processor agreement where required under GDPR Article 28;
    • enforcement and termination rights consistent with this Addendum.

    4.2 No Prohibited Categories

    You may not onboard any end client we would refuse to onboard - sanctioned persons, entities in Prohibited Jurisdictions, entities engaged in AUP-prohibited activity.

    4.3 Your Responsibility for End Client Conduct

    A material violation by an end client is treated as a violation by you.

    4.4 Monitoring and Enforcement

    You must monitor your end clients' use; enforce your end-client agreements when violations occur; respond promptly to compliance-related requests we forward; maintain a complaint handling and remediation process.

    4.5 Right to Suspend Sub-Accounts Directly

    We reserve the right to suspend an individual Sub-Account directly, with or without notice to you, where:

    (a) the Sub-Account is engaged in severe violations (AUP Section 10.3); (b) an upstream provider (HighLevel, Twilio, Meta) has demanded the suspension; (c) a regulator, carrier, or court order requires the suspension; (d) the Sub-Account poses a security threat; (e) you have failed to remediate after notice.


    5. Pricing Rules - Minimum Advertised Price (MAP) Policy

    5.1 Why This Section Exists

    HighLevel imposes a Minimum Advertised Price (MAP) Policy on its resellers. This is not optional, and is not negotiable - it is a condition of HighLevel's continued provision of the underlying technology.

    5.2 The Rule

    You may not digitally advertise access to a "Core Platform" offering at an effective Advertised Price lower than HighLevel's then-current standard public retail pricing for the same or substantially similar offering.

    5.3 What Counts as "Core Platform"

    A "Core Platform" offering includes any package, plan, or product that grants access to two or more of: Funnel and Website Builder; Forms and Surveys; CRM; Email Builder / Email Marketing; Calendars and Booking; Marketing Automation Workflows; Pipelines and Opportunities.

    5.4 What "Advertised Price" Means

    The "Advertised Price" is the digitally advertised price after deducting all coupons, discounts, rebates, gift cards, and similar promotional offers. Applies to digital advertising - landing pages, ad creatives, email campaigns, social media posts, search results.

    5.5 What "Final Price" Means

    The "Final Price" - what your end client actually pays after all your discounts, custom negotiations, and bundles - is not subject to the MAP Policy. You may negotiate freely with each individual end client.

    5.6 Special Pricing and Promotions by HighLevel

    When HighLevel runs special pricing, the MAP Policy continues to refer to HighLevel's standard pricing - not the special pricing.

    5.7 Exclusions

    The MAP Policy does not apply to: brick-and-mortar advertising not visible to outside customers; Final Prices first disclosed in checkout/shopping-cart flows that are not retrievable by search engines; advertising in jurisdictions where MAP policies are prohibited by law; communications to EU/UK customers that Final Price may differ from Advertised Price.

    5.8 Lifetime / One-Time-Fee Restriction

    You may not resell access to the Core Platform on a lifetime, one-time-fee, perpetual, or non-recurring basis, unless we have given specific written approval. Fees must be charged on a recurring basis.

    5.9 Enforcement of MAP

    If we determine your advertising violates MAP, we will: notify and request prompt remediation (typically 7 days); if not made, escalate as a material breach with potential suspension of reseller capability or MSA termination.


    6. Markups, Wallet, and Pass-Through Fees

    6.1 Right to Mark Up

    Subject to the MAP Policy and applicable law, you may mark up the Fees you pay to us when invoicing your end clients.

    6.2 You Are Responsible for End-Client Pricing

    You are solely responsible for: calculating, displaying, and collecting Final Prices; providing invoices; collecting and remitting taxes; handling refunds, chargebacks, and disputes; maintaining records.

    6.3 Communications Surcharges

    Communications Surcharges are billed to you, with or without markup to your end clients. Carrier-imposed penalties are passed through and are non-refundable.

    6.4 Wallet and Rebilling

    If you opt into our wallet feature: you authorize automatic charges to your payment method; you authorize deduction of Communications Surcharges in real time; negative wallet balances will be covered by automatic charge; unused balances at termination must be requested for refund within thirty (30) days.

    6.5 Tax on Markups

    The markup amount is your revenue. You are responsible for any tax on it.


    7. End-Client Support, Disputes, and Refunds

    7.1 You Are the First Line

    For all matters involving your end clients - onboarding, training, technical questions, configuration, billing, complaints, refund requests - you are the first line of support.

    7.2 You Set the Refund Policy for End Clients

    Subject to applicable consumer-protection law in the end client's jurisdiction.

    7.3 Where We Will Step In

    We may step in directly when: end client has filed a chargeback; a regulator or carrier is involved; the matter involves child safety, security, or imminent harm; you have abandoned your account; the end client has obtained a court order.

    7.4 Account Abandonment Protections

    We will fulfill an end client's request to transfer or recover their Sub-Account without your approval if all of:

    (a) the end client attempted in-app transfer request; (b) you have failed to respond for at least 30 days; (c) either your Account has been cancelled/force-cancelled for non-payment (30+ days), or suspended/terminated for breach.

    7.5 Sub-Account Transfer Process

    Requires your approval through the Platform's in-app transfer request process.

    7.6 Phone Number Portability

    Numbers ported into the Platform by the end client are the property of the end client. Numbers procured through the Platform may be released within 14 days of Sub-Account closure but are not generally portable.

    7.7 Domain Names

    Subject to MSA Section 4.2(h) back-to-back upstream rules.


    8. Branding, Marks, and Disparagement

    8.1 Your Branding

    You may use your own trademarks, logos, and brand identity. You are solely responsible for the legality of your branding.

    8.2 Our Marks

    You may not use the FollowUP CRM name, logo, or marks except as expressly authorized in writing or for factual references to your use of the Platform.

    8.3 HighLevel Marks

    You may not use "HighLevel," "GoHighLevel," "LeadConnector," "SaasPreneur" or any HighLevel logos, except as factually necessary.

    8.4 No Disparagement

    You will not disparage FollowUP CRM, HighLevel, or any other Sub-processor; publish false, misleading, or unsubstantiated comparisons; publicly attack the Platform's quality, reliability, or security in a way that contradicts known facts.

    8.5 Soliciting Direct HighLevel Customers

    You may not directly or indirectly solicit existing HighLevel customers to cancel their HighLevel subscriptions to subscribe to your white-labelled offering.


    9. Intellectual Property and Indemnification

    9.1 Your IP, Your Risk

    You are solely responsible for all IP issues arising from your white-label branding, content you and your end clients upload, custom snapshots/workflows/templates, and integrations.

    9.2 Indemnification

    You specifically indemnify FollowUP CRM, HighLevel, and our other Sub-processors against:

    (a) third-party IP claims from your white-label branding or end clients' content; (b) end-client claims against us; (c) regulatory or carrier actions arising from your or your end clients' conduct; (d) tax claims from your reseller activities; (e) claims arising from your representation of HighLevel or FollowUP CRM beyond your authorized role.


    10. Sub-Account Lifecycle, Pause, Deletion, and Recovery

    10.1 Account Pause

    All Sub-Accounts under a paused account are also paused. End clients lose access. If pause exceeds 30 days and we are still incurring costs, we may release resources or terminate Sub-Accounts.

    10.2 Termination of Your Account

    All Sub-Accounts terminate (subject to anti-abandonment rules in Section 7.4); you have 30 days to export Customer Data; end clients may request direct transfer; wallet balances subject to 30-day refund rule.

    10.3 Inactive End Clients

    We may delete Sub-Accounts inactive for more than 90 days, after notice.


    11. Communications, Compliance, and Carrier Registration

    11.1 End-Client Communications Compliance

    You remain responsible for your end clients' compliance with all applicable communications laws.

    11.2 A2P 10DLC and Carrier Registration

    For SMS to U.S. recipients, you are responsible for ensuring each end-client brand is properly registered and each campaign is properly categorized and approved.

    11.3 Toll-Free Verification

    For toll-free numbers, you are responsible for ensuring your end clients complete verification.

    11.4 Penalties

    Carrier penalties are passed through to you with a reasonable administrative fee.


    12. Data Protection - Your Layered Role

    12.1 You as Joint Decision-Maker

    The chain: end client is the Controller → you are typically a Processor → we are a Sub-processor under you → HighLevel is a Sub-sub-processor under us.

    12.2 Required Documentation

    You must have: a written processor agreement with each end client meeting Article 28(3) requirements; flow down obligations from our DPA; disclose us and HighLevel as Sub-processors.

    12.3 Data Subject Rights

    Request flow: end-user → end client → you → us. We will not respond directly to end-users.

    12.4 Breach Notification

    When we notify you of a Personal Data Breach, you must in turn notify your affected end clients without undue delay.


    13. Termination

    13.1 Termination of Reseller Capability Specifically

    We may terminate your reseller / white-label capability without terminating your overall Platform Account for: MAP Policy violations; repeated/material AUP violations by end clients; upstream demands; legal/regulator/carrier requirements; or with 30 days' notice for convenience.

    13.2 Effect

    Existing Sub-Accounts may continue for a transition period (typically 30 days). New Sub-Account creation disabled. Sections 7 and 12 continue to apply during transition.


    14. Miscellaneous

    Updates follow MSA Section 20.2. End-client agreement conflicts: this Addendum prevails between you and us. End clients are not third-party beneficiaries. Sections 5, 6, 7, 9, 10, 12, 13 survive termination.


    End of Reseller Addendum v2.0