Partner Agreement

1. Scope and Structure

This Partner Agreement (“Agreement”) governs the relationship between Cascadia Web Services, LLC, a Delaware limited liability company registered to do business in the State of Oregon (“Cascadia,” “we,” “us,” or “our”), and any agency, consultancy, managed service provider, or other business (“Partner,” “you,” or “your”) approved to resell or privately brand our services.

This Agreement operates on two tracks:

Reseller. You purchase services from us and resell them to your own clients. Cascadia may be identified as the underlying provider.

White-Label. You deliver our services to your own clients under your own brand. Cascadia is not identified, and your client’s relationship is with you alone.

Your applicable track is recorded in your partner onboarding documentation or Statement of Work. Sections 1 to 3 and 6 to 18 apply to both tracks. Section 4 applies to Reseller partners and Section 5 to White-Label partners.

This Agreement supplements our Terms and Conditions, Acceptable Usage Policy, Privacy Policy, Data Processing Agreement, and, where applicable, our Service Level Agreement. Participation in our Affiliate Program is governed separately by the Affiliate Program Agreement, and referring a lead under that program does not create a Partner relationship.

2. Definitions

“End Client” means a business or individual to whom you provide services that incorporate, resell, or depend on services obtained from Cascadia.

“Partner Services” means the services you purchase from Cascadia for resale or private branding, as identified in your Statement of Work.

“Partner Pricing” means the rates at which Cascadia supplies Partner Services to you, which differ from our published retail pricing.

“End Client Agreement” means the contract between you and your End Client governing the services you provide to them.

Other capitalized terms have the meanings given in our Terms and Conditions.

3. Appointment and Nature of the Relationship

Subject to approval and continued compliance with this Agreement, we appoint you as a non-exclusive Partner for the Partner Services identified in your Statement of Work. The appointment is non-exclusive, non-transferable, and carries no territory, vertical, or account exclusivity.

We may appoint other partners, including in your market, and may sell directly to any customer, including businesses that resemble or compete with your End Clients.

Independent contractor. You are an independent contractor. Nothing in this Agreement creates any agency, employment, partnership, joint venture, franchise, or fiduciary relationship. Neither party may bind the other or make representations on the other’s behalf.

You contract in your own name. You sell to your End Clients as principal, on your own account and at your own risk. You are not our agent, and you have no authority to negotiate pricing, service levels, guarantees, refunds, credits, or contractual terms on our behalf.

No authorized statements. You must not make any representation, warranty, guarantee, or performance commitment about our services beyond what appears in our current published materials or in this Agreement. Any commitment you make to an End Client beyond that scope is yours alone, and you are solely responsible for it.

We may approve, decline, or revoke Partner status at our discretion, and may require information to verify your identity, business standing, technical capability, and compliance history.

4. Reseller Track

4.1 Resale rights. You may resell the Partner Services identified in your Statement of Work to End Clients. You may not resell any service not identified there, and you may not sublicense resale rights to a third party or appoint sub-resellers without our prior written consent.

4.2 Pricing to End Clients. You set your own pricing to End Clients and retain the margin. We do not control, guarantee, or take responsibility for your pricing or profitability.

4.3 Identification. You may identify Cascadia as the underlying provider, using our marks only in accordance with Section 10.

4.4 Accuracy. Where you describe our services in proposals, marketing, or sales conversations, your descriptions must be accurate, current, and consistent with our published materials. You must correct any inaccurate statement promptly on our request.

5. White-Label Track

5.1 Private branding. You may deliver Partner Services to End Clients under your own brand, without identifying Cascadia. We will not contact your End Clients directly except as permitted by Section 5.3.

5.2 Your name on the relationship. Because your End Client does not know we exist, you are the sole contracting party, the sole point of contact, and solely responsible to that End Client for the services delivered. Your End Client has no contractual relationship with us, no right to enforce any term of our agreement with you, and no claim against us. You must ensure your End Client Agreement reflects this.

5.3 Direct contact exceptions. We may contact an End Client directly, having first attempted to reach you, where necessary to respond to an active security incident, prevent imminent harm to infrastructure, comply with a legal demand or a Third-Party Platform requirement, or address an abuse complaint you have not remediated within the time specified in Section 8. We will inform you as soon as reasonably practicable.

5.4 Anonymity is not confidentiality. We will not proactively identify ourselves to your End Clients, but we cannot guarantee that our involvement will remain undiscoverable. Technical artifacts, including DNS records, server headers, mail routing, IP ranges, WHOIS data, and support tooling, may reveal the underlying provider. We give no warranty of anonymity and are not liable for any consequence of our involvement becoming known.

5.5 Escalation. All End Client support requests must come to us through you. We do not operate a support channel for your End Clients, and response targets under any applicable Service Level Agreement run from our receipt of your properly submitted request, not from your End Client’s request to you.

6. Flow-Down Obligations

You must impose on every End Client, in a binding written agreement, obligations at least as protective as those we impose on you. At minimum, your End Client Agreement must:

• impose acceptable use restrictions at least as protective as our Acceptable Usage Policy, covering content, security, resource use, email, messaging, AI, and marketing conduct;

• reserve your right to suspend or terminate the End Client immediately for a violation;

• disclaim warranties and limit your liability to at least the extent we limit ours to you;

• state that no uptime, deliverability, ranking, security, or business outcome is guaranteed unless you have separately committed to one;

• allocate to the End Client responsibility for their content, their data, their recipient lists and consent, their messaging registrations, and their own backups;

• permit disclosure of End Client identity and contact information to a subcontracted provider where necessary to respond to a legal demand, abuse complaint, or security incident.

You are responsible for the acts and omissions of your End Clients as if they were your own. Where you commit to an End Client beyond what we provide to you, that gap is yours to cover.

7. Fees, Payment, and Credit Risk

7.1 You owe us regardless. You are liable for all Partner Pricing amounts for services we supply, whether or not your End Client pays you. Non-payment by an End Client is not a defense to payment, a ground for withholding, or a basis for offset.

7.2 Payment terms. Invoices are due on the terms stated. Past-due amounts accrue interest and may result in suspension in accordance with our Terms and Conditions. Suspension for your non-payment may affect services your End Clients depend on, and we are not liable to you or to any End Client for the consequences. You should account for this risk in your own contracts.

7.3 Pricing changes. We may change Partner Pricing with at least sixty (60) days’ notice, taking effect at your next renewal. If you do not accept a change, you may terminate the affected services before it takes effect.

7.4 Pass-through costs. Third-party costs incurred for your End Clients, including domain registrations and renewals, licenses, platform subscriptions, messaging charges, and AI usage, are your responsibility whether billed to you or incurred on your instruction.

7.5 Taxes. You are responsible for all taxes arising from your resale, including collection and remittance of any sales, use, or similar tax on your sales to End Clients. Where you claim resale exemption, you must provide valid documentation.

7.6 No commissions. Partner Pricing is a wholesale rate, not a commission arrangement. No affiliate commission is payable on Partner Services.

8. Abuse, Monitoring, and Remediation

You must maintain a monitored abuse contact and respond to any abuse report, infringement notice, or compliance issue we forward to you within twenty-four (24) hours.

You must monitor End Client activity for abuse, including content complaints, spam and deliverability signals, malware indicators, messaging violations, and unusual resource consumption, and you must investigate and remediate violations we report.

You must maintain records sufficient to identify which End Client is responsible for any given site, environment, mailbox, sending domain, phone number, or workload, and provide that information to us promptly on request where needed to respond to a legal demand, abuse complaint, or security incident.

You must implement a repeat infringer policy consistent with our Copyright and DMCA Policy and act on notices we forward.

Where you fail to remediate within the time we specify, we may suspend the affected service, or your entire account where the violation is severe or systemic, and may charge remediation fees under Section 15 of our Acceptable Usage Policy. You remain liable for all fees, costs, penalties, and third-party charges arising from End Client conduct.

9. Data Protection

Where End Client personal data is processed, the chain is typically: your End Client is the controller, you are a processor, and we are a subprocessor.

You warrant that you have authority from each End Client to appoint us as a subprocessor and to give us the instructions you give. Our Data Processing Agreement governs our processing, and you must ensure your End Client Agreement includes data protection terms at least as protective.

You are responsible for providing required notices to data subjects, for handling data subject requests relating to End Client data in the first instance, and for determining whether any incident requires notification to a supervisory authority or to individuals.

Where you receive a data subject request concerning data in systems we operate, you must handle it. Where we receive one directly, we will refer it to you.

10. Trademarks and Branding

10.1 Limited license to you. Reseller partners receive a limited, revocable, non-exclusive, non-transferable license to use our name and logos solely to identify Cascadia as the underlying provider, in accordance with any brand guidelines we publish. All goodwill from that use belongs to us.

10.2 Restrictions. You must not register or use any domain, social handle, business name, business listing, or paid advertising identity containing “Cascadia,” “Cascadia Web Services,” or “MountDev,” or any confusingly similar variation or misspelling, without our prior written consent. You must not bid on our marks in paid search, use them in ad headlines or display URLs, or present yourself in a way that implies you are Cascadia or are officially endorsed beyond your actual Partner status.

10.3 White-Label partners. White-Label partners receive no license to use our marks and must not display them to End Clients.

10.4 Your marks. You grant us a limited license to use your name and logo to identify you as a Partner internally and, with your prior consent, in our published partner materials.

10.5 Termination. All trademark rights granted under this Section end immediately on suspension or termination, and you must remove our marks from all materials within five (5) business days.

11. Confidentiality

The confidentiality provisions of our Terms and Conditions apply to this Agreement and are incorporated by reference.

Partner Pricing, margin structures, technical architecture, and the terms of this Agreement are our Confidential Information. You must not disclose Partner Pricing to any End Client or third party.

The identity of your End Clients is your Confidential Information, and we will not disclose it except as required by law or as necessary to deliver the services.

12. Non-Circumvention and Non-Solicitation

12.1 We will not solicit your End Clients. During the term and for twelve (12) months afterward, we will not knowingly use your Confidential Information to solicit an End Client we learned of solely through this Agreement, for services of the type you provide to them.

12.2 What this does not restrict. This does not prevent us from serving any business that approaches us independently, that was already a customer or prospect in our records, that we reach through general marketing not targeted at your client list, or that we identify without reference to your Confidential Information. It does not restrict our general marketing, advertising, or direct sales activity.

12.3 Where a relationship ends. If your relationship with an End Client ends, or if this Agreement terminates, Section 12.1 does not prevent us from contracting with that End Client where they approach us, or where continuity of service requires it under Section 14.

12.4 Personnel. Neither party will solicit for employment or engagement the other’s personnel or contractors who worked on the relationship, during the term and for two (2) years afterward, except through a general public job posting not specifically targeted at them.

13. Warranties and Disclaimers

Each party warrants that it has the authority to enter into this Agreement and will comply with all applicable laws.

You additionally warrant that you have and will maintain binding written agreements with each End Client meeting the requirements of Section 6, that you have authority to instruct us with respect to End Client data, and that you will not make commitments about our services beyond our published materials.

The warranty disclaimers in our Terms and Conditions and Disclaimer apply in full. We make no additional warranty to you by reason of your Partner status, and we make no warranty of any kind to your End Clients.

Where a Service Level Agreement applies to Partner Services, its credits are our sole obligation and run to you, not to your End Clients. Any service credit or remedy you owe an End Client is your obligation, whether or not you receive a corresponding credit from us.

14. Limitation of Liability and Indemnification

The limitations of liability in our Terms and Conditions apply. For clarity, our total aggregate liability to you will not exceed the total Partner Pricing fees you paid us for the specific service giving rise to the claim during the three (3) months preceding the event.

Aggregation. Claims relating to multiple End Clients arising from the same event, or from a series of connected events, are treated as a single claim subject to a single cap.

Your indemnity. You will indemnify, defend, and hold us harmless from any claim, loss, liability, damage, fine, penalty, cost, or expense, including reasonable attorneys’ fees, arising out of or relating to: your End Clients and their content, data, conduct, and use of the services; any claim brought by an End Client against us; your breach of this Agreement or of any flow-down obligation; any representation, warranty, guarantee, or service level you offered an End Client beyond what we provide to you; your marketing, proposals, and statements about our services; your failure to obtain required consents or to comply with data protection, marketing, or messaging law; and your use of our marks outside the license in Section 10.

The indemnification procedure in our Terms and Conditions applies.

15. Term, Termination, and Transition

This Agreement begins on your approval as a Partner and continues until terminated.

Termination for convenience. Either party may terminate on sixty (60) days’ written notice.

Termination for cause. Either party may terminate immediately for material breach uncured within fifteen (15) days of notice, or immediately without cure for insolvency or for a breach incapable of cure. We may suspend immediately, without notice, where continued operation presents a security, legal, infrastructure, or reputational risk, or where required by a Third-Party Platform or applicable law.

Transition. On termination, active End Client services continue for a transition period of thirty (30) days provided you remain current on payment, so that End Clients are not abruptly cut off. During that period we will cooperate reasonably in migrating End Clients to you, to another provider, or to a direct relationship with us.

Direct continuation. Where an End Client would otherwise lose service, we may offer to contract with them directly. Where we do so within twelve (12) months of termination and the End Client was introduced by you, we will pay you twenty percent (20%) of the net revenue we receive from that End Client during the first twelve (12) months of the direct relationship, payable quarterly in arrears.

Effect. On termination all licenses end, outstanding amounts become immediately due, and you must cease representing yourself as a Partner. Sections 6, 7, 8, 9, 11, 12, 13, 14, and 16 survive.

16. Governing Law and Disputes

This Agreement is governed by the laws of the State of Oregon, without regard to conflict-of-law principles.

The dispute resolution provisions of our Terms and Conditions apply, including informal resolution, mediation in Multnomah County, Oregon, exclusive jurisdiction in the state or federal courts located in Multnomah County, jury trial waiver, the carve-outs permitting either party to seek injunctive relief and permitting us to pursue collection of unpaid fees directly, and prevailing-party attorneys’ fees.

17. General Provisions

Entire agreement and precedence. This Agreement, together with your Statement of Work and our other published terms, is the entire agreement regarding the Partner relationship. In the event of conflict: (1) a separately signed master agreement; (2) your Statement of Work; (3) this Agreement; (4) the Data Processing Agreement and Service Level Agreement; (5) our Terms and Conditions and other published policies.

No third-party beneficiaries. End Clients are not third-party beneficiaries and acquire no rights under this Agreement.

Assignment. You may not assign this Agreement without our prior written consent, except to a successor in a merger or sale of substantially all assets that is not a competitor and assumes all obligations. We may assign freely.

Changes. We may update this Agreement in accordance with the change process in our Terms and Conditions, with at least thirty (30) days’ notice of material changes.

Severability and waiver. If any provision is unenforceable it will be modified to the minimum extent necessary or severed, and the remainder continues in effect. No failure to enforce operates as a waiver.

18. Contact Us

Cascadia Web Services, LLC
A Delaware limited liability company registered to do business in Oregon
Portland, Oregon, United States
Telephone: +1.800.610.3575
Web: cascadiawebservices.com