Partner Agreement

This agreement is between EzyLab, LLC (“EzyStudio”, “we”) and the agency, studio or freelancer that joins the EzyStudio partner programme (“you”, the “partner”). It adds to our Terms of Service, Acceptable Use Policy and Data Processing Addendum, which also apply. If they conflict on the partner programme, this agreement wins.

You accept it when you pay for a partner plan at partner sign-up, or when we create a partner studio for you at your request. The person who accepts it confirms they can bind your business.

1. The short version

• You resell EzyStudio to your clients under your own brand, from your own studio address.
• Your clients are your clients. You sign them up, bill them (if you choose), support them, and make sure they follow the law and our policies.
• For your clients’ data you are the controller and we are your processor, under the Data Processing Addendum.
• You pay for your partner plan in advance; it renews automatically. Usage past your plan’s pool is billed monthly in arrears at the published rates.
• We are not responsible to your clients for what you sell them.

2. Your studio

• Studio address. You and your team sign in to your studio on our dashboard (app.ezystudio.com). On the Agency plan your clients sign in there too. On Agency Business and Agency SaaS you connect your own domain, and your clients sign in only on it.
• Your brand. You can show your own name, logo and colours on your studio and in the emails it sends. Until you verify your own sending domain, your studio’s emails are sent from our address under your brand name.
• “Powered by EzyStudio”. It is shown by default. Plans that include white label let you turn it off.
• Partner plan. Your plan sets your pool: how many client workspaces, sites, apps and team seats you can use, and which features you get. Add-on packs add to the pool. Plan and pack details are on the Partners page, the pricing page and in your studio’s billing.
• Fees. You pay for your partner plan and packs in advance, monthly or yearly, or for a lifetime partner plan once or in instalments. Usage past your pool (for example database operations, storage or extra custom domains beyond what your plan and packs include) is billed monthly in arrears, at the overage rates published in your studio’s billing and on the pricing page when you buy. During a free trial nothing is billed for overage. Monthly and yearly plans and packs renew automatically until you cancel, and the Terms of Service (fees, taxes, cancelling, failed payments) and the Refund Policy apply to them. While we suspend your studio, your partner plan and packs pause: nothing renews and no new fees fall due, and when we lift the suspension your paid period is extended by the time it was paused. Fees already owed before the suspension (for example an unpaid renewal) remain due. Renewals you collect from your own clients pause too, while plans and App Store apps your clients pay EzyStudio for directly keep billing as normal.
• Free trial. Monthly and yearly partner plans start with a 14-day free trial, with a card on file. During the trial you can look around and set up your brand. Adding clients and client sites, selling plans, publishing and connecting domains unlock when you activate your plan. Lifetime partner plans have no trial (see the Terms of Service, section 12).

3. Your clients

You are responsible for your clients and for your relationship with them. In particular:

• Agreement with each client. Before a client uses your studio, you must have a written agreement with them (your own terms) that is at least as protective of EzyStudio as our Terms of Service and requires them to follow our Acceptable Use Policy. Don’t promise them anything about EzyStudio we don’t promise you. You can link your own terms and privacy policy in your studio’s brand settings; your sign-up page then shows them instead of ours.
• You accept for them. When you create or invite a client workspace, you confirm you are authorised to act for that client and to accept our Terms of Service for them where they don’t accept directly.
• Support. You provide first-line support to your clients. Don’t send them to EzyStudio support. We support you, and we may contact your clients directly when we must (for example for security, legal or abuse reasons, or about a privacy request).
• Pricing and billing. You decide what to charge your clients. If you bill them through your studio (rebilling), payments go to your own connected payment account, and you are the seller: you are responsible for the price, invoices, taxes, refunds, chargebacks and disputes with your clients. We are not a party to those sales.
• Compliance. You make sure your clients’ sites and apps, and your own use of the studio, follow the law and our policies, including privacy, consumer, email and marketing laws in the places you and your clients operate.
• Access to client workspaces. You and your team can open a client’s workspace to help (“Open as client”), suspend it (its published sites go offline until you reactivate it), and delete it. Use this only to serve that client, as your agreement with them allows. Every action is recorded in your audit log.
• No liability to your clients. We provide the service to you. To the extent the law allows, we have no obligations or liability to your clients, except as our Data Processing Addendum and the law require. Your clients’ claims about your services are for you to resolve.

4. Data protection

• For personal data in your clients’ workspaces, and in your clients’ sites and apps, you are the controller (or a processor for your client), and we process it for you under the Data Processing Addendum, which forms part of this agreement.
• You give your clients any privacy notice the law requires, and handle their data-rights requests. Your clients can also use the self-service tools in Settings, Privacy; you can see what they did in your audit log.
• Leads. When you accept a “Hire an expert” request, you receive that person’s contact details and project as an independent controller, under your own privacy notice. Use them only to respond to that request.

5. Referral programme

• Your clients pay you, not EzyStudio. We don’t pay commission on your clients, on your own partner plan, or on clients you bill yourself.
• Like anyone with an EzyStudio account, you can also join our referral programme: when someone you refer pays EzyStudio for their own plan, you earn a recurring share of those plan payments. The referral programme has its own terms, which we publish separately; this agreement doesn’t change them.
• Older commission already in your ledger stays there and is paid out, or reversed on a refund or chargeback, under the payout, hold, set-off and tax rules of the Developer Agreement (sections 6 and 7).

6. Brand and marketing

• We give you a limited, revocable, non-transferable licence to use the EzyStudio name, “Powered by EzyStudio” and any partner badge we provide, only to say truthfully that your studio runs on EzyStudio, following our brand guidelines.
• Don’t suggest that EzyStudio endorses, employs or guarantees you, or that you are EzyStudio. Don’t register domains, social accounts or ads using our name in a way that could confuse people.
• If your profile is listed in the partner directory, you allow us to show your agency’s name, brand, location and portfolio publicly. Keep it accurate.
• You remain responsible for your own marketing and its claims.

7. Suspension and termination

• Suspension. We may suspend your studio, or an individual client workspace or site, under section 14 of the Terms of Service and the Acceptable Use Policy. Suspending your studio hides the dashboards of all your clients, so we will do it only for serious or repeated breaches, unpaid fees, or legal or security reasons, and with notice where we reasonably can.
• Ending the agreement. You may end this agreement by cancelling your partner plan. When your partner plan ends and no other partner plan replaces it, whether you cancelled it or it lapsed because a payment failed, your studio goes through the closure below, starting on the day the plan ended. We may end this agreement with 60 days’ notice, or straight away for a serious breach, fraud, or if the law requires; your studio then goes through the same closure.
• Closing your studio. You close your studio with “Close studio” in your studio settings. Your clients stay your clients: we don’t take them over, and we don’t move them to EzyStudio. Closing follows this timeline:
  • Notice (30 days). The same day, we tell you and each of your clients, by email and in the dashboard (your clients in your brand), when their sites go offline and when their data is deleted, with a link to export their sites and data: their data and each site’s code. You can download your studio’s records (clients, sites, the plans you sold, orders, invoices and payouts) from your studio settings. If a notice can’t be sent, we try again; the dates don’t change. During the 30 days their sites stay live and you can keep serving them, but your studio takes no new clients, sign-ups or sales.
  • Sites offline. On day 30 every client site goes offline, including drafts and sites a client had turned off, and none can be turned back on or published. The plans, apps and packs your clients pay for through your studio stop and don’t renew. You and your clients can still sign in to your studio to download your data and their sites’ code.
  • Deletion. 30 days after the sites go offline, we delete every workspace in your studio, with its sites and data, and the logins of the people in it. We also delete your studio’s own setup: your brand, studio domain and client site addresses, email templates and sending domain, sale links, payment gateway settings and their stored keys, your GitHub App, and your partner profile with its directory listing and leads. Your studio’s address and studio domain stop working. We keep only the records we must keep by law (orders, invoices, your earnings ledger, payouts and the audit trail) and the bare studio record they belong to.
  • Cancelling. You can cancel a closure you started at any time during the 30-day notice, and your clients are told nothing changes. A closure that started because your plan ended is cancelled when you pick a partner plan again during the notice. A closure we started can only be cancelled by us. Once the sites are offline, a closure can’t be cancelled.
  • Your partner plan. When the sites go offline, your partner plan and packs stop renewing, with no refund unless our Refund Policy gives one (for example a plan payment within 14 days of paying, before the plan was used). Your invoices and payout statements are kept.
  • Your clients’ agreements. You are responsible for telling your clients about this timeline in your own agreements with them, and for anything you promised them beyond it.
• Earnings after it ends. Earnings already in your ledger are paid on the normal schedule to your payout account. If the agreement ends because of your breach or fraud, we may keep earnings connected to it, as far as the law allows.

8. Indemnity and liability

• Indemnity. You will defend and indemnify EzyStudio, its affiliates and their people against claims, losses, fines and reasonable costs (including legal fees) arising from your clients’ claims against us, your services and your agreements with your clients, your clients’ sites, apps and content, your sales and taxes, your marketing, and your breach of this agreement, our policies or the law. Section 19 of the Terms of Service describes how a claim is handled.
• Liability. Sections 17 and 18 of the Terms of Service apply. For this agreement, our total liability in any 12-month period is limited to the greater of (a) the fees you paid us for your partner plan in the 12 months before the claim arose and (b) US$100. This doesn’t limit our duty to pay earnings you are owed.

9. General

• Independent parties. You are an independent business, not our agent, employee or joint venturer. You may not make promises or accept obligations in our name.
• Confidentiality. Keep non-public information about the programme confidential, including unreleased features and our wholesale pricing.
• Changes. We may update this agreement with at least 30 days’ notice for changes that materially affect you. If you don’t accept a change, you can cancel before it takes effect.
• Law and disputes. Sections 21 and 22 of the Terms of Service apply, including governing law [Governing law] and courts [Courts / jurisdiction].
• Contact. Partner programme: [partner contact email].