Partner and Reseller Agreement

Live Chat Monitoring Pty Ltd

This Reseller Agreement (“Agreement”) is entered into by and between the undersigned reseller (“Reseller” or “you”), and Live Chat Monitoring Pty Ltd (ABN #97 605 056 479) (“LCM”). If you are entering into this Agreement on behalf of a company or other legal entity, “Reseller” shall refer to such entity, and you hereby bind that entity to the terms of this Agreement.

This Agreement outlines the terms under which the Reseller is authorised to market and sell the services provided by LCM to third parties. It exists independently from the terms of service Live Chat Monitoring provides to its end users, which are accessible at http://livechatmonitoring.com/terms (“LCM Terms of Service”) and may be updated by LCM from time to time.

1. ONBOARDING AND ORDER REQUIREMENTS

As a valued reseller of Live Chat Monitoring services, you play a crucial role in the client onboarding process. To facilitate a smooth introduction to our services for new clients, we ask that you adhere to the following requirements:

•       Client Identification: When onboarding a new client, promptly inform us of the client’s identity, including their business name and email address.

•       Onboarding Questionnaire: Direct the client to complete our comprehensive onboarding questionnaire, accessible at https://livechatmonitoring.com/signup. This questionnaire is designed to capture all necessary details, including their selection of a suitable monthly package.

•       Billing Information: The client is required to provide their credit card details as part of the questionnaire for the purpose of setting up automated monthly billing for their chosen service package.

•       Reseller Billing Option: Should you prefer to manage billing directly, you have the option to complete the questionnaire on behalf of your client and supply your own credit card details for billing purposes.

•       Accuracy and Completeness: Ensure all information provided during the order process is accurate, complete, and represents a genuine order from an end user.

By following these steps, you help us maintain the highest standards of service delivery and customer satisfaction. We rely on the accuracy of the information you provide to ensure that our mutual clients receive the best possible experience with Live Chat Monitoring services.

2. LIMITED RIGHT TO RESELL

As an authorised reseller of Live Chat Monitoring services (“Services”), you are granted a non-exclusive, non-transferable right to market and resell our Services to your direct clients, in strict accordance with our branding guidelines, feature descriptions, and pricing structures as outlined in the Live Chat Monitoring Customer Agreement (“Customer Agreement”).

COVERED SERVICES

This Agreement applies to all services offered by Live Chat Monitoring Pty Ltd and its related entities, including Drive Chat. Commission rates, payment terms, and partner obligations as outlined in this Agreement apply equally across all covered services unless otherwise agreed in writing.

Brand Representation and Promotion

You agree to:

•       Uphold Brand Integrity: Promote the Services in a manner that is consistent with our brand values and public image. Any promotional activities must accurately reflect the features, benefits, and limitations of the Services as specified by Live Chat Monitoring Pty Ltd.

•       Adhere to Terms: Ensure that any representation of the Services to potential clients does not deviate from the terms, conditions, and pricing as set forth in the Customer Agreement. The scope of your reselling rights is confined to the Services as defined by Live Chat Monitoring Pty Ltd, without modification or extension.

•       Prohibited Actions: Refrain from any marketing or promotional activities that could be construed as spam or that may otherwise be harmful to the Live Chat Monitoring brand. You are not permitted to offer or imply any additional features, terms, or conditions that are not supported by our official offering.

PERMITTED REPRESENTATIONS

Partners are permitted to represent LCM’s services accurately to prospective and existing clients using LCM’s published marketing materials, pricing information, and the terms outlined in this Agreement. Good faith verbal and written descriptions of the service that are consistent with LCM’s published materials are expressly permitted.

Partners must not make representations that contradict, extend, or materially deviate from LCM’s published service descriptions, pricing, or terms. Where a partner is unsure whether a representation is permitted, they should confirm with LCM prior to making it.

Reseller Compliance

Your reselling activities shall be conducted in a professional manner that preserves the reputation and goodwill of Live Chat Monitoring. You shall not engage in any practice or conduct that is detrimental to the brand, its reputation, or its intellectual property. Furthermore, the right to resell is specific to your direct clients and does not extend to any related parties, organisations, affiliates, or subsequent, additional, or renewal sales outside the direct client relationship.

Failure to comply with these terms may result in revocation of your reselling rights under this Agreement.

CHAT AGENT DISCLOSURE

All standard Live Chat Monitoring chat interactions are handled exclusively by trained human agents. LCM does not deploy automated AI responses within its standard managed live chat service.

LCM also offers AI Concierge and Hybrid AI + Live Agent solutions for clients requiring these capabilities. These services operate under a separate agreement which includes full disclosure of AI usage, interaction handling, and applicable end user notification requirements.

Partners may accurately represent the standard service as fully human-managed to their clients and prospects. Where a client expresses interest in AI Concierge or Hybrid solutions, partners should contact LCM directly to discuss the appropriate service and agreement.

3. RESELLER COMMISSIONS

As a valued LCM Partner, you are eligible to receive ongoing commissions for every client you refer for the life of that client’s account. We offer two partnership models to suit the way you prefer to work with your clients:

TRACK A – AGENCY MANAGED BILLING

Under this model, LCM invoices you directly at the standard package rate less a 10% partner discount, and you manage billing with your client directly. This model applies to all active monthly packages including any upgrades or additional services your client takes on over time.

TRACK B – LCM MANAGED BILLING

Under this model, LCM invoices your client directly at standard rates and manages the billing relationship on your behalf. At the close of each monthly billing cycle, LCM will notify you of the commission amount earned for that period based on your referred clients’ active accounts. You are required to submit an invoice to LCM at accounts@livechatmonitoring.com for the notified amount, with 30-day payment terms to your nominated bank account. Commission under this model is calculated on the original base package selected by the client at the time of sign-up.

PAYMENT THRESHOLD

Partners with 10 or more active referred clients qualify for monthly commission payments under either model. Active clients are defined as accounts with a valid payment method on file and no outstanding overdue balance. Partners with fewer than 10 active referred clients are paid quarterly in accordance with the invoicing process above.

BILLING RESPONSIBILITY AND COMMISSION ELIGIBILITY

Track A – Agency Managed Billing:

Where the agency manages billing directly, the agency is the account holder with LCM. Payment obligations to LCM are the sole responsibility of the agency and are not contingent on the agency’s ability to collect payment from their client. LCM’s standard payment terms apply regardless of the agency’s billing arrangements with their client.

Track B – LCM Managed Billing:

Where LCM manages billing directly with the referred client, LCM will notify the agency promptly if a client account becomes overdue. The agency is expected to assist in facilitating payment resolution with the client in a timely manner. Commissions are payable on collected revenue only. Payments received more than 45 days after the original due date are not eligible for commission.

COMMISSION DISPUTE WINDOW

Reseller commission revisions and disputes are capped at a 180-day period from the active billing month.

4. REPRESENTATION AND BUSINESS CONDUCT

•       End User Relationships: As a reseller, you agree to clarify your independent status and not represent yourself as an agent or employee of Live Chat Monitoring. We retain primary control over all communications concerning account management and service delivery to end users. You are prohibited from making any commitments or statements on behalf of Live Chat Monitoring or about our services that are not explicitly outlined in the Live Chat Monitoring Customer Agreement.

•       Ethical Practices: In conducting business under this Reseller Agreement, you pledge to refrain from any deceptive, misleading, illegal, or unethical practices that could negatively impact Live Chat Monitoring or its services. You commit to abide by all applicable laws and regulations, including but not limited to the U.S. Foreign Corrupt Practices Act and corresponding laws in any jurisdictions in which you operate.

5. INDEMNIFICATION AND LIABILITY

Each party agrees to indemnify and hold harmless the other against claims, losses, costs, and damages arising directly from their own actions, omissions, or breach of this Agreement.

The Reseller’s total liability to Live Chat Monitoring under this Agreement is capped at the total commissions earned by the Reseller in the three months immediately preceding the claim.

Live Chat Monitoring maintains professional indemnity and public liability insurance appropriate to its business operations and service obligations.

SERVICE RELIABILITY

LCM is committed to reliable service delivery and will investigate and respond to any reported lead delivery or platform failure within 2 business days. While LCM cannot accept liability for failures arising from third party systems, client email configurations, CRM platforms, or API integrations outside of LCM’s direct control, we will work collaboratively with affected partners and clients to identify and resolve issues promptly.

6. TERMINATION

Right to Terminate: Either party has the right to terminate this Reseller Agreement for any reason upon providing thirty (30) days’ written notice to the other party. Furthermore, Live Chat Monitoring reserves the right to terminate this Agreement immediately in the following circumstances:

•       Should you commit a material breach of any term in this Agreement and fail to remedy the breach within five (5) days following written notification from Live Chat Monitoring;

•       If Live Chat Monitoring decides to discontinue the current Reseller program;

•       If Live Chat Monitoring determines, in its reasonable judgement, that continuing the Agreement could lead to business or legal repercussions, or potentially harm Live Chat Monitoring or its end users.

CONSEQUENCES OF TERMINATION

Upon termination of this Agreement:

•       You must immediately cease representing yourself as a Live Chat Monitoring partner and discontinue all use of Live Chat Monitoring’s trademarks, logos, and marketing materials related to your partner activities.

•       You must either return or certify the destruction of all Live Chat Monitoring Confidential Information in your possession.

•       You are obligated to ensure that all financial obligations of the clients you have referred are settled with no payments outstanding.

RUN-OFF COMMISSIONS

Where Live Chat Monitoring initiates termination of this Agreement without cause, commissions will continue to be paid on actively referred client accounts for a period of three months from the date of termination, after which all commission obligations cease.

Where the Partner initiates termination, commission eligibility ends on the effective date of termination. No further commissions will be payable after that date.

7. CHANGES TO THIS AGREEMENT

Live Chat Monitoring Pty Ltd reserves the right to amend this Agreement from time to time. For administrative or non-material changes, updates will be posted to www.livechatmonitoring.com/partner-terms and will take effect upon posting. For material changes – including any amendment that affects commission rates, payment terms, or partner obligations – LCM will provide a minimum of 30 days written notice to the partner’s nominated email address before the change takes effect.

Should a material amendment result in a reduction of commission rates or a change to payment terms, the partner may elect to exit this Agreement penalty-free within the 30-day notice period by providing written notice to LCM. Continued participation in the Partner Program following the notice period constitutes acceptance of the revised terms.

8. CONFIDENTIALITY

Commitment to Confidentiality

You acknowledge that in your role as a Reseller of Live Chat Monitoring services, you will be privy to proprietary and confidential information that is exclusive to Live Chat Monitoring Pty Ltd (“Confidential Information”). Such information includes, but is not limited to, technological developments, scripting, operational practices, business strategies, technical data, and financial details.

Obligation of Non-Disclosure and Non-Use

You agree to:

•       Maintain Confidentiality: Not disclose, replicate, reverse engineer, or in any way use the Confidential Information provided to you for any purpose other than fulfilling your obligations as a Reseller under this Agreement.

•       Prevent Unauthorised Use: Take all necessary steps to prevent any unauthorised use or disclosure of Confidential Information.

•       Prohibit Competitive Use: Not use the Confidential Information in a manner that competes with Live Chat Monitoring’s business or in any way that could be detrimental to our interests.

Should you be legally required to disclose any Confidential Information, you agree to:

•       Notify Promptly: Inform Live Chat Monitoring immediately, providing sufficient time to contest the disclosure or seek a protective order.

•       Limit Disclosure: Disclose only the minimum necessary information required by law, regulation, or court order.

Remedies for Breach

You recognise that any unauthorised disclosure or use of Confidential Information may cause substantial harm to Live Chat Monitoring, for which damages may not be a sufficient remedy. As such, Live Chat Monitoring will be entitled to seek immediate injunctive relief and enforce its rights by all other legal means available, including claims for damages.

Survival of Obligations

Your confidentiality obligations as outlined in this section will survive the termination or expiration of this Reseller Agreement and remain in effect indefinitely.

9. DATA PRIVACY AND SECURITY

PLATFORM SECURITY

LCM’s chat service is delivered through SnapEngage, a SOC 2 certified platform. All communications between end users and the chat platform are encrypted in transit and at rest using SSL and double-layer encryption. The platform is GDPR and HIPAA compliant and supports EU data residency requirements.

LCM is committed to maintaining secure service delivery and will communicate any material changes to its platform security or data processing infrastructure to partners with reasonable advance notice.

Partners who identify a potential security concern relating to the LCM platform or chat script are encouraged to report it promptly to accounts@livechatmonitoring.com and LCM will investigate and respond within 5 business days.

DATA BREACH NOTIFICATION

In the event of a confirmed data breach affecting end-user personal data, LCM will notify affected partners within 72 hours of becoming aware of the breach, consistent with the obligations under GDPR Article 33 and the Australian Notifiable Data Breaches scheme. Notification will include the nature of the breach, the data affected, and the steps LCM is taking to address it.

THIRD PARTY DATA PROCESSORS

LCM processes end-user data through the following primary sub-processors: SnapEngage (chat platform) and Zendesk (support and account management). Data may be processed in the United States, United Kingdom, and the Philippines in accordance with applicable data protection laws. LCM will notify partners of any material changes to its sub-processor arrangements with reasonable advance notice.

DATA RETENTION

LCM’s default data retention schedule is as follows:

•       Chat transcripts: 60 days

•       Client contact data: 2 years post termination

•       Billing records: 7 years in accordance with Australian legal requirements

Partners acting on behalf of clients with documented compliance requirements in regulated industries may request adjusted retention schedules for chat transcripts and client contact data by contacting LCM in writing. LCM will assess such requests in good faith and confirm any agreed variation in writing. Billing record retention periods are set by law and cannot be varied.

10. GENERAL PROVISIONS

•       Acceptance by Use: By reselling Live Chat Monitoring services or engaging with our Reseller Program in any manner, you acknowledge that you have read, understood, and agree to be bound by the terms of this Reseller Agreement as outlined on www.livechatmonitoring.com/partner-terms. Your continued use of the Reseller Program constitutes your agreement to these terms and any updates made herein.

•       Entire Agreement: This Reseller Agreement constitutes the complete and exclusive understanding between Live Chat Monitoring Pty Ltd and the Reseller regarding the resale of Live Chat Monitoring services and supersedes all prior agreements and understandings, whether written or oral, relating to its subject matter.

•       Severability: If any term of this Reseller Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in effect. Any invalid provision will be replaced with a valid provision that most closely matches the intent of the original term.

•       Amendments: This Reseller Agreement can only be modified in accordance with the process set forth in Section 7 (Changes to This Agreement) or by a written amendment signed by both parties, at the sole discretion of Live Chat Monitoring.

•       Remedies for Breach: In the event of a breach of this Agreement’s provisions pertaining to Confidential Information or intellectual property rights, the aggrieved party may seek equitable relief, such as an injunction or specific performance, in addition to any other legal remedies available.

•       Waiver: No waiver of rights under this Reseller Agreement by either party shall be considered a waiver of any other term or provision or a waiver at any other time.

•       Relationship of the Parties: The parties to this Reseller Agreement are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.

•       Interpretation: The term “including” as used herein means “including, but not limited to.” Use of the singular form will include the plural and vice versa, where appropriate.

Should you have any questions concerning this Reseller Agreement, please contact us.

(Last Revised: April 2026)