White Label Services Addendum to Master Services Agreement

Specific Modifications to the Master Services Agreement

The following clauses of the Master Services Agreement are modified, superseded, or added by this Addendum:

Availability and Communication

1. Communication Protocols: All communication regarding End-Client projects will flow exclusively between Pronto Marketing and the Agency Partner. Pronto Marketing will not directly contact End-Clients without the express prior written permission of the Agency Partner, except in extreme, pre-defined emergency situations (e.g., critical security breach where the Agency Partner is unresponsive).
2. Availability: Throughout your engagement with us, various team members will be assigned to you to communicate with you and handle tasks related to the white label services you have enrolled in (a Project Manager for White Label Website Builds, a Site Manager for White Label Support Hours, and/or an Account Manager for White Label Digital Marketing Services). These team members’ working hours will primarily be based on the daytime working hours of their location (including but not limited to Southeast Asia, Central America, and South America). However, regardless of their location, their working hours will have some overlap with normal US, UK, and Australian business hours in order for video conference calls to be scheduled at convenient times.
3. Communication Channels: The primary means of communication accepted for our work together are email messages, tasks and comments in our project management tool, and scheduled video conferencing calls. We do not communicate via mobile phone, text message, social media, or instant/private messaging (like Facebook Messenger or WhatsApp) since we cannot track these requests as a team. No response will be made to any messaging or notices through those unapproved means as those methods of communication will not be monitored by team members.
   1. If you have an urgent issue outside of your dedicated team members’ working hours, you can connect with our support staff via the chat feature on prontomarketing.com. This chat channel is monitored live 24×5 and every few hours on weekends and holidays.

Testimonials, Marketing and Attribution Links

1. Branding and Attribution: Pronto Marketing will NOT place an attribution link in the footer of your End-Client’s website, nor will Pronto Marketing’s brand be visible on any client-facing deliverables. The Agency Partner is solely responsible for all branding and attribution to the End-Client.
2. Marketing and Testimonials: Should Pronto Marketing wish to use an End-Client’s project as an example or obtain a testimonial from an End-Client, explicit written permission must be obtained from both the Agency Partner and the End-Client.

Financial Responsibility

1. Delayed, Suspended and Abandoned Projects: All penalties and fees for project delays, suspension, or abandonment, as outlined in the MSA (including the monthly $299 USD fee), shall be applied to the Agency Partner if such delay is caused by the Agency Partner’s failure to provide necessary assets, information, feedback, or approvals, regardless of whether the delay originated from the End-Client.
2. Late Payment and Collections: If an invoice goes unpaid for more than sixty (60) days after the invoice was sent, WE RESERVE THE RIGHT TO SUSPEND ALL SERVICES INCLUDING WEBSITE BUILDS, WEBSITE HOSTING, WEBSITE MANAGEMENT SERVICES, AND MARKETING CAMPAIGNS UNTIL ALL OUTSTANDING BILLS ARE CURRENT.
3. Payment Schedule: In consideration of the services to be provided hereunder the parties agree that Pronto Marketing shall be paid in accordance with any Quotation of Service executed by the parties pursuant to the Master Services Agreement and this Addendum.
   1. Payment for recurring White Label Services is due on the first day of the service period, whether monthly or annually. All recurring services automatically renew at the end of the service period unless cancelled by you.
   2. Payment for White Label Support Hours is due in full at the time of purchase.
   3. Depending on your location, additional taxes may be applied to the fees listed in your Quotation.
   4. We reserve the right to adjust pricing for our White Label Services as necessary. Any price changes will be communicated to you in writing at least 60 days in advance. If you do not agree to the new pricing, you may choose to cancel the services as outlined below.
4. Website Build Project Termination and Refunds: If the Agency Partner wishes to terminate a website build project after signing the Quotation of Services, refunds will be provided based on the criteria in the MSA, with all payments, refunds, and asset delivery managed exclusively between Pronto Marketing and the Agency Partner.
5. Cancellation of Monthly or Yearly White Label Services: The Agency Partner may cancel Website Management or Digital Marketing Services with a 30-day notice. Cancellations are requested via a cancellation form on our website (URL provided upon request).
   1. WE DO NOT OFFER REFUNDS ON MONTHLY OR YEARLY WHITE LABEL SERVICE FEES. Pronto Marketing shall bear no responsibility or liability for any payment disputes or refund requests initiated by the End-Client against the Agency Partner.
   2. IF THE AGENCY PARTNER ELECTS TO DISCONTINUE OUR WEBSITE MANAGEMENT SERVICES, THE TOTAL RESPONSIBILITY IS YOURS FOR PERFORMING BACKUPS AND KEEPING ALL COMPONENTS OF THEIR WEBSITE BACKED UP, SECURED, AND UPDATED.
   3. If the Agency Partner desires to migrate their website to another web host, we will at our discretion (1) provide them with an administrator login for their WordPress site so a backup can be performed and migrated to the new location, (2) provide to them a backup created using an industry standard WordPress backup system, or (3) handle the end-to-end migrations process for them for a one-time fee of $1,000 USD.

Intellectual Property, Assets, and Compliance

1. Intellectual Property Rights (Who Owns What): You, the Agency Partner, own the website and visual elements we create for your End-Client. We own any design, code, functionality, and processes developed during the project and reserve the right to re-use them in future projects.
2. Use of Third-Party Assets: The Agency Partner guarantees that all assets (text, images, artwork) provided for the End-Client’s website are either owned by the Agency Partner or the End-Client, or that appropriate permission/licensing has been secured. The Agency Partner agrees to protect Pronto Marketing from any claim by a third party that the assets supplied are their intellectual property.
3. Legal Pages and Privacy Requirements: The Agency Partner bears the sole responsibility to determine, communicate, and manage any specific legal, regulatory, accessibility (e.g., HIPAA, GDPR, CalOPPA), or privacy requirements for the End-Client’s website. The Agency Partner is responsible for ensuring the End-Client has all necessary legal pages (e.g., Privacy Policy, Terms of Use) and for consulting legal counsel on these matters.
   1. If your End-Clients do not currently have legal pages on their website, we recommend working with Termageddon.

Website Management & Digital Marketing Services

1. White Label Technical Support: All aspects of the Master Services Agreement related to uptime guarantees and reimbursements, website backups, website software updates, website security, premium themes and plugins, plugin compatibility, usages of tools and platforms, and third-party hosting shall also apply to the White Label Technical Support service provided under this Addendum.
2. White Label Support Hours: In lieu of reselling our Website Support or Dedicated Support services, Agency Partners may purchase White Label Support Hours.
   1. Hours are purchased in blocks of 40 hours each.
   2. Hours do not expire.
   3. No full or partial refunds are given once a block of hours has been purchased.
   4. All Agency Partners who purchase a block of hours will be assigned a dedicated Site Manager. This team member will be your primary point of contact for all requests related to your End-Clients’ websites.
   5. Hours may be used for copywriting, design, or development tasks related to any WordPress website but not for complete website redesigns, very large or complex requests, digital marketing activities, or copywriting, design, or development tasks unrelated to a WordPress website.
   6. Task time is tracked and deducted from your hours in increments of 1 minute.
   7. All tasks must be created and managed in our project management tool, Asana. Agency Partners who subscribe to a recurring purchase of 2 or more blocks of hours per month are eligible to have our team members work within your project management tool of choice. However, this feature does not cover any direct communication with End-Clients.
3. Digital Marketing Services: All Agency Partners who subscribe to at least two of our recurring Digital Marketing Services will be assigned a dedicated Account Manager. This team member will be your primary point of contact for all digital marketing campaigns for all of your End-Clients.
   1. Agency Partners who subscribe to Google My Business Management, Link Building or Google Ads Management will be given access to a reporting dashboard to view live updates on campaign performance at no additional cost.
   2. WE CANNOT GUARANTEE RANKINGS ON ANY SEARCH ENGINE OR ANY SPECIFIC RESULTS FROM OUR DIGITAL MARKETING SERVICES FOR YOUR END-CLIENTS. However, we are happy to provide case studies with examples of results we’ve achieved for our clients.
4. Website Email Deliverability: Since we cannot control email delivery, we are not responsible for any emails that are not delivered to your End-Client from their website for any reason. YOU, THE AGENCY PARTNER, ARE RESPONSIBLE FOR ENSURING YOUR END-CLIENT REGULARLY CHECKS SPAM FOLDERS AND WEBSITE INTERFACES.
5. Email Services and Domain Names: WE DO NOT PROVIDE OR SUPPORT EMAIL OR DOMAIN REGISTRATION SERVICES TO AGENCY PARTNERS OR THEIR END-CLIENTS. The Agency Partner is solely responsible for registering, managing, and renewing the End-Client’s domain name and for all risks associated with its suspension or loss.
6. Your Responsibilities in Website Security: The Agency Partner is responsible for ensuring that the End-Client adheres to all responsibilities in website security, including device security and strong password protocols.

Sales Support

All Agency Partners are eligible to receive assistance with sales and marketing in the following areas.

Table 2: Sales Support Features and Additional Costs