Reseller Agreement (White-Label)

1. Purpose

This Reseller Agreement ("Agreement") sets forth the terms under which the Reseller may market, distribute, and offer ChatSense under its own brand (white-label) to its end customers ("Sub-customers").

This Agreement supplements the ChatSense Terms of Service, which remain fully applicable. In the event of a conflict, this Agreement shall prevail with respect to resale-specific matters.

2. White-Label License Grant

Omega Capital Holding Gestao e Participacoes Empresariais Ltda ("ChatSense") grants the Reseller a non-exclusive, non-transferable, and revocable license to:

• Market ChatSense under the Reseller's own brand
• Customize the interface with the Reseller's logo, colors, and custom domain
• Provide first-tier support to Sub-customers
• Set the Reseller's own pricing for Sub-customers (above the base price)

The license does not include: access to source code, modification of the platform beyond the customization options provided, or sublicensing to other resellers.

3. Reseller Responsibilities

The Reseller assumes the following obligations:

• First-tier support: The Reseller is responsible for providing technical and commercial support to its Sub-customers. Only infrastructure issues or platform bugs shall be escalated to ChatSense.
• Legal compliance: The Reseller shall ensure that its Sub-customers comply with the Terms of Service, the Acceptable Use Policy, and all applicable laws and regulations.
• Data protection: The Reseller acts as the Controller with respect to Sub-customer data, pursuant to the LGPD and GDPR. The Reseller shall execute data processing agreements (DPAs) with its Sub-customers.
• Honest representation: The Reseller shall not make false or misleading statements regarding the capabilities of the platform, including AI features.
• AI compliance: The Reseller shall inform its Sub-customers of the AI Policy and ensure the responsible use of AI agents.
• Payment: The Reseller is responsible for full payment to ChatSense, regardless of whether the Reseller has received payment from its Sub-customers.

4. Pricing and Payment

• Base price: The Reseller shall pay ChatSense the list price for the contracted plan, with a reseller discount as individually negotiated.
• Reseller margin: The Reseller is free to set its own prices for Sub-customers, provided they are above the base price.
• Billing: Monthly, via Asaas (PIX, boleto, or credit card). Delays exceeding 15 days may result in service suspension.
• Taxes: Each party is responsible for its own taxes and duties.

5. Brand and Branding

• The Reseller may use its own logo, colors, and domain on the white-label platform.
• The Reseller shall not remove ChatSense intellectual property attributions in areas not visible to the end user (e.g., HTTP headers, source code, API responses).
• ChatSense may display "Powered by ChatSense" on reseller plans, unless otherwise agreed in writing.
• The Reseller shall not use the "ChatSense" brand in its marketing materials without prior written authorization.

6. SLA and Support

The standard SLA applies to the service provided to the Reseller. The Reseller is responsible for defining its own SLAs with Sub-customers, which may not exceed the guarantees provided in the ChatSense SLA.

Technical support from ChatSense to the Reseller follows the contracted plan tier (Growth, Scale, or Enterprise).

7. Limitation of Liability

ChatSense shall not be liable for:

• Acts, omissions, or breaches by the Reseller or its Sub-customers
• Promises or warranties made by the Reseller beyond those set forth in the Terms of Service
• Indirect damages, lost profits, or data loss of Sub-customers
• Failures caused by integration, customization, or misuse by the Reseller

ChatSense's total liability is limited to the amounts paid by the Reseller in the preceding 3 (three) months.

8. Confidentiality

The parties agree to maintain the confidentiality of commercial, technical, and strategic information shared during the term of this Agreement. This obligation shall survive for 5 (five) years following termination.

9. Termination

• By either party: With 60 (sixty) days' prior written notice.
• For cause: Immediately in the event of a material breach, insolvency, or illegal activity.
• Effects: Following termination, the Reseller shall cease commercialization, notify its Sub-customers, and cooperate in the transition (direct migration to ChatSense or data export).
• Data: Retained for 30 days for export, then permanently deleted.

10. General Provisions

• This Agreement is governed by the laws of Brazil, with jurisdiction in the courts of Sao Paulo.
• The Reseller may not assign or transfer this Agreement without prior written consent.
• Amendments to this Agreement shall be communicated with 30 days' advance notice.

11. Contact

For questions regarding reselling and partnerships:

• Email: parcerias@chatsense.app
• Company: Omega Capital Holding Gestao e Participacoes Empresariais Ltda
• Headquarters: Sao Paulo, SP, Brazil