Last updated: November 13, 2026 (version RES-2026-11)
This White-Label Reseller Agreement (the "Agreement") is between RG Loomis LLC, a Florida limited liability company doing business as iBlueText, 6250 Cedarbrook Dr N, Pinellas Park, Florida ("iBlueText," "we," "us," "our"), and the business that applies to become an iBlueText reseller ("Reseller," "you," "your").
1.1 How you accept. You accept this Agreement by checking the box (or clicking the button) that says you agree to it when you apply to the reseller program, or by using any reseller feature, whichever comes first. The person accepting confirms that they are at least 18 and have authority to bind the business named in the application. Your electronic acceptance has the same effect as a handwritten signature, and we may keep records of it (date, time, IP address and version).
1.2 Approval. Reseller status requires our approval. You are approved automatically when you make your first paid purchase as a reseller (for example, a self-hosted plan, a hosted line order, or a branded-app add-on). Creating a free account is not enough. Automatic approval does not limit our right to review your business at any time, ask for information (such as your legal name, address, website and the industries you serve), or suspend or terminate you under this Agreement.
1.3 Documents. This Agreement includes our Terms of Service (including its Acceptable Use Policy) and Privacy Policy as they apply to your own use, the Data Processing Terms in Section 13, and any order you place in the reseller portal (each an "Order"). If they conflict, the order of priority is: (1) an Order, only for its price and quantity; (2) this Agreement; (3) the Terms of Service; (4) the Privacy Policy.
3.1 Independent contractor. You are an independent business. Nothing in this Agreement makes you our employee, agent, partner, joint venturer or franchisee. You may not make promises, warranties or contracts on our behalf or bind us in any way.
3.2 Non-exclusive. Your appointment is non-exclusive and has no territory. We may appoint other resellers, sell directly, and serve any customer anywhere, including in your market and industries. You may also sell other products.
3.3 Your Clients are yours. Clients are your customers, not ours. We have no contract with them, no duty to them, and no obligation to support, bill, refund or communicate with them, except where the law requires it or as stated in Section 7.6 (third-party beneficiary). If a Client contacts us, we may direct them to you. Nothing in this Agreement gives Clients any rights against us.
You may use either or both models. The prices below are our public list prices as of the date of this draft. Reseller prices are our public prices; there is no wholesale discount unless we agree in writing.
4.1 Model A: Hosted by iBlueText.
4.2 Model B: Self-Hosted.
4.3 Free items. The White-Label Portal and email support are included at no charge while you are in good standing.
4.4 Paid add-ons.
| Add-on | Setup (one-time) | Monthly |
|---|---|---|
| Priority Human Support (named person, phone/video calls) | none | $299 |
| Branded App: GoHighLevel | $750 | $49 |
| Branded App: HubSpot | $750 | $49 |
| Branded App: each other CRM (e.g. Zapier, Pipedrive, Close, Zoho, Keap, Lofty, Slack, monday) | $499 | $29 |
| Branded mobile app: iOS | $1,500 | $99 |
| Branded mobile app: Android | $1,500 | $99 |
Add-on monthly fees are billed in advance. Setup fees are non-refundable once we begin work. We may require a minimum number of active lines (currently 10) before building branded mobile apps. Other usage-based products (such as lookup credits, AI replies, WhatsApp and voice notes) are charged at our public prices.
4.5 Price changes. We may change any price by giving you at least 30 days' notice by email or in your reseller portal. The new price applies from your first billing date on or after the effective date. Price changes required by a third party (for example, a carrier, Apple or a payment processor) may take effect sooner if we cannot avoid it.
4.6 Taxes. Prices exclude taxes. You pay all sales, use, VAT, GST, telecom and similar taxes on your purchases from us, other than taxes on our net income. You are responsible for collecting and paying any taxes on what you charge your Clients.
4.7 No refunds. All fees are final and non-refundable, as set out in Section 7 of our Terms of Service, except where this Agreement or the law says otherwise. Cancelling stops future renewals only.
4.8 Chargebacks. Starting a chargeback or payment dispute for fees that are properly due is a breach of this Agreement; we may suspend your account immediately and recover the amount plus our costs.
5.1 You set your prices. You decide what to charge your Clients, how to bill them, and your own refund and cancellation policies. Our prices to you do not depend on your prices.
5.2 You collect and you pay. You are solely responsible for invoicing and collecting from your Clients. You must pay us all fees when due whether or not your Clients pay you. Client non-payment, disputes, bankruptcy or cancellation does not reduce or delay what you owe us.
5.3 You support your Clients. You provide first-line support to your Clients, including onboarding, training, billing questions and troubleshooting. We support you (not your Clients) by email, and by phone or call if you buy Priority Human Support. We may decline to speak with your Clients directly.
5.4 Client tools. The reseller portal lets you create Client accounts, assign lines, set limits and suspend Clients. You are responsible for how you use those tools.
5.5 No misrepresentation. You must not tell Clients that we are responsible to them, that we guarantee any result, or anything that conflicts with Section 9.
6.1 License to you. While this Agreement is in effect and you are in good standing, we grant you a limited, non-exclusive, non-transferable, non-sublicensable (except as allowed in this Section), revocable license to: (a) market and resell access to the Service to your Clients under your own brand; (b) let your Clients use the Service through the White-Label Portal, your Branded Apps and our APIs, under client terms that meet Section 7; and (c) run the Bridge on your own hardware for Self-Hosted lines. Your Clients' right to use the Service exists only through you and ends when your license ends.
6.2 White label means your brand only. The White-Label Portal and Branded Apps show your brand. You may not use the name "iBlueText," our logos, or any confusingly similar name or mark in your branding, domain names, app names, listings or advertising without our written permission. You may tell Clients that you use "third-party messaging infrastructure" but not that you are iBlueText, an iBlueText office, or officially partnered beyond this Agreement.
6.3 Your brand. You own your business name, brand, logos, domain names and website ("Your Brand"). You grant us a non-exclusive, royalty-free license during this Agreement to use Your Brand to provide the White-Label Portal, Branded Apps, kits and support, and to list you as a reseller if you agree. You promise you have the rights to Your Brand and that it does not infringe anyone else's rights.
6.4 Domains. You buy, own and pay for your domain. You point a subdomain to us using the DNS record we give you; we issue and renew the SSL certificate for that subdomain. You are responsible for keeping the domain registered and the DNS record correct.
6.5 Kits. Website prompts, video prompts, sales kits, templates and similar materials we provide ("Kits") are licensed to you under Section 6.1 to market the Service. You own the website, videos and other content you create with them, but not the Kits themselves. You are responsible for checking that anything you publish is accurate and lawful (including Section 9 and advertising laws), and for your own website terms and privacy policy.
7.1 Binding your Clients. Before any Client uses the Service, you must have that Client agree to written terms (online or signed) that are at least as protective of us as our Terms of Service and Acceptable Use Policy, including at least:
We may provide template client terms; you remain responsible for having them reviewed for your jurisdiction and business.
7.2 Your responsibility for Clients. You are responsible for your Clients' acts and omissions as if they were your own, including all messages they send, the contacts they upload, and their consent practices. A Client's breach of the Acceptable Use Policy is your breach of this Agreement.
7.3 Your own compliance. You must comply with all laws that apply to your business and your marketing (including the TCPA and CAN-SPAM in promoting your own services). In your marketing you must not make false or unverified claims, including guaranteed reply rates or blue-bubble delivery, that the Service uses an official Apple iMessage API, that numbers cannot be flagged or banned, or that the Service makes a sender legally compliant; and you must not post or buy fake or incentivized reviews (16 CFR Part 465).
7.4 Records and cooperation. You must keep your Client terms, each Client's acceptance and consent records your Clients give you, for at least 5 years, and give them to us within 5 business days of our request (for example, in response to a carrier, Apple, WhatsApp, regulator or court).
7.5 Know your Client. You must collect and keep accurate business name, contact details and use case for each Client, and must not knowingly onboard Clients in prohibited industries or uses listed in our Acceptable Use Policy (for example, illegal goods, deceptive lending, or prohibited "SHAFT" content where restricted).
7.6 Third-party beneficiary. You agree that we may enforce your Client terms directly against your Clients as a third-party beneficiary, and you will cooperate with that enforcement.
8.1 All traffic runs through us. All Client traffic, campaigns, CRM connections, AI features and data processing run through our servers. We meter usage (lines, messages, lookups, AI, WhatsApp and other usage) and our records are final except for clear and demonstrable error.
8.2 Suspension ("kill switch"). We may suspend or limit all or part of the Service for you, any Client, any line, any Branded App or any API key, with or without prior notice, if we reasonably believe that:
We will try to limit a suspension to what is reasonably needed and to give notice where practical. We are not liable for any loss caused by a suspension under this Section, and fees continue to accrue during a suspension caused by you or your Clients.
8.3 Rate limits and line protection. We set and may change per-line limits (such as daily new-contact limits, lookup limits and sending pace) to protect lines. You must not try to evade them.
9.1 Third-party platforms. You understand that: there is no official Apple API for iMessage; iMessage, SMS and WhatsApp delivery depends on Apple, carriers, Meta/WhatsApp and devices outside our control; and those parties may change their rules, throttle, flag, block or ban phone numbers, Apple IDs or WhatsApp accounts at any time, with or without a reason.
9.2 No guarantees. We do not guarantee that any message will be delivered, delivered on time, shown as iMessage (blue) rather than SMS, or read; that any lookup is accurate; that any line, number, Apple ID or WhatsApp account will not be flagged, throttled or banned; or that the Service will be uninterrupted or error-free.
9.3 Hosted Line replacement. If a Hosted Line is blocked or deactivated through no fault of you or your Clients, our sole obligation is the replacement policy in Section 7 of our Terms of Service (replacement at our discretion, no refund). No replacement is owed where the block results from your or a Client's conduct. Self-Hosted lines are your responsibility to replace.
9.4 Third-party services. CRM platforms, app stores, AI providers, WhatsApp, carriers and payment processors are third parties. We are not responsible for their acts, outages, policy changes, or decisions to reject, remove or suspend a Branded App or integration.
10.1 Accounts in your name. Each Branded App is published from your own developer, marketplace or partner account (for example, your Apple Developer Program account, Google Play Console account, GoHighLevel marketplace account or HubSpot developer account), in your legal name. This is required for iOS apps by Apple's App Store Review Guideline 4.2.6 and is our policy for all Branded Apps. You pay all store and platform fees directly (for example, Apple's annual fee and Google's registration fee) and you must comply with each platform's developer terms.
10.2 Our access. You must give us admin, developer or collaborator access to each such account for the life of the Branded App, sufficient to build, submit, update, maintain and (on termination) remove the app. You must not remove our access, change the app's code, configuration, OAuth settings or backend endpoints, or transfer the listing to anyone else without our written consent.
10.3 Ownership. You own your developer accounts, your brand, and the listing's text and images that are specific to you. We own all app code, binaries, builds, configuration, OAuth backends, server endpoints, signing setup that we create (other than your own account credentials), integration logic and documentation, and every CRM access token, refresh token and API credential is created and stored on our servers. You receive no right to the source code or tokens. The Branded App is part of Our Technology licensed to you under Section 6.1.
10.4 Builds and updates. We will make commercially reasonable efforts to build, submit and maintain each Branded App you pay for. Review times and approval are controlled by the platform; we do not guarantee approval or a launch date. We start work after you have paid the setup fee and given us the access in Section 10.2. Monthly fees cover keeping the app updated with our releases.
10.5 On termination. When this Agreement or a Branded App add-on ends for any reason, we may disable the app's backend immediately or on the termination date, and you must, within 10 days, unpublish or remove the app from each store or marketplace (or allow us to do it). Installed copies will stop working. You may not publish a replacement app using any of Our Technology.
11.1 Our ownership. We and our licensors own all rights, title and interest in Our Technology and the iBlueText name and marks. No rights are granted except the limited licenses expressly stated in this Agreement. Any feedback or suggestions you give us may be used by us freely without obligation.
11.2 Restrictions. You must not, and must not allow any Client or anyone else to:
11.3 Injunctive relief. A breach of Section 11 or Section 12 would cause us irreparable harm. We may seek an injunction or other equitable relief without posting a bond (to the extent permitted), in addition to any other remedy.
12.1 Confidential Information. "Confidential Information" means non-public information one party shares with the other, including our pricing arrangements, roadmaps, technical information, Our Technology, usage data, and your Client lists. The receiving party must keep it confidential, use it only to perform this Agreement, and protect it with at least reasonable care. Exceptions: information that is or becomes public through no fault of the receiving party, was already lawfully known, is independently developed, or is lawfully received from a third party without a duty of confidence. Disclosure required by law is allowed after prompt notice where permitted. These duties last during this Agreement and for 3 years afterward, and for trade secrets (including source code) for as long as they remain trade secrets.
12.2 Non-solicitation of our customers. During this Agreement and for 12 months after it ends, you must not, directly or through others, solicit or induce any person or business that you know is a direct iBlueText customer (or that you learned about through this Agreement) to stop buying from us or to buy from you or a competitor instead. General advertising not targeted at our customers is not solicitation.
12.3 Our side. We will not use your Client lists to solicit your Clients directly to buy from us instead of you during this Agreement and for 12 months afterward, except (a) for Clients who contact us on their own initiative, (b) for general advertising, or (c) where you have stopped serving them (for example, after termination for your non-payment or breach) and we offer them a way to keep their service. This promise ends immediately, and does not survive, if you stop buying the Service (cancel all plans and lines, or let them lapse for non-payment) or if you compete with us in any way, including by building, selling, promoting or moving Clients to a competing messaging product or service.
13.1 Roles. For Client Data, you (or your Client) are the controller (the party that decides why and how the data is processed), and we are your processor (or sub-processor) processing it on your behalf. For data about you as our customer (account, billing, usage, support), we are the controller under our Privacy Policy. This Section governs Client Data under this Agreement and overrides any different description of data ownership in our Terms of Service or Privacy Policy, which apply only to our direct customers.
13.2 Your instructions. We will process Client Data only to provide, secure, support and improve the Service, to meter and bill, to prevent abuse, and as required by law, and otherwise on your documented instructions, which are this Agreement and your configuration of the Service.
13.3 Your duties as controller. You are responsible for having a lawful basis and all notices and consents needed for us to process Client Data, including consents to be messaged, and for your Clients' privacy policies.
13.4 Our duties as processor. We will: (a) ensure people who process Client Data are bound by confidentiality; (b) keep reasonable technical and organizational security measures (including encryption in transit, access controls and encrypted secrets); (c) notify you without undue delay, and where feasible within 72 hours, after becoming aware of a breach of security affecting Client Data; (d) reasonably help you respond to data-subject requests and regulators, at your cost for unusual effort; and (e) on termination, delete or return Client Data as described in Section 15.4, except copies we must keep by law or in routine backups until they expire.
13.5 Sub-processors. You authorize us to use sub-processors, including hosting providers, Stripe (payments), AI providers (for example Anthropic and OpenAI, for AI features you or your Clients turn on), ElevenLabs (voice notes), carriers and messaging networks, and CRM platforms you connect. We will keep a list available on request and remain responsible for our sub-processors' performance of these duties.
13.6 International transfers. We process data in the United States. If you or your Clients are subject to the GDPR, UK GDPR or similar laws, you must tell us before sending such data, and the parties will sign any additional terms (such as the EU Standard Contractual Clauses) the law requires. Until then, you must not send such data.
13.7 Sensitive data. You must not use the Service to send or store protected health information, payment card numbers, government ID numbers or other sensitive categories of data, unless we agree in writing. We are not your HIPAA business associate.
14.1 Mutual. Each party promises it is validly organized, has authority to enter into this Agreement, and will comply with applicable law in performing it.
14.2 Your promises. You further promise that your application information is accurate, that you are not on any sanctions list, and that you will not resell to anyone in a sanctioned country or on a sanctions list.
14.3 Disclaimer. Except as expressly stated in this Agreement, the Service, Our Technology, Branded Apps, Kits and support are provided "as is" and "as available." To the maximum extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement and any warranty arising from course of dealing.
14.4 Exclusion of damages. To the maximum extent the law allows, neither party is liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, Clients, goodwill or data, or business interruption, even if advised they were possible.
14.5 Cap. To the maximum extent the law allows, our total liability arising out of or related to this Agreement, for all claims combined, is limited to the fees you actually paid us in the 3 months before the event giving rise to the claim.
14.6 Exceptions. Sections 14.4 and 14.5 do not limit: (a) your obligation to pay fees; (b) your indemnity obligations; (c) your liability for breach of Sections 7, 11 or 12; or (d) either party's liability for fraud, gross negligence or willful misconduct, or any liability that cannot be limited by law.
15.1 Term. This Agreement starts when you accept it and continues until terminated. Plans and add-ons renew monthly until cancelled.
15.2 Termination for convenience. You may terminate at any time by cancelling all plans, lines and add-ons in your portal and emailing us. We may terminate for convenience on 30 days' written notice.
15.3 Termination for cause. We may terminate this Agreement (or any line, Client, add-on or Branded App) immediately by notice if: (a) you fail to pay as described in Section 4; (b) you or a Client materially breaches Sections 7, 8, 11 or 12, or the Acceptable Use Policy; (c) you breach any other term and do not cure it within 10 days after notice; (d) you become insolvent, make an assignment for creditors, or are subject to bankruptcy proceedings; or (e) a carrier, Apple, WhatsApp/Meta, a payment processor, regulator or court requires it. Either party may terminate if the other materially breaches and fails to cure within 30 days after notice.
15.4 Effect of termination. When this Agreement ends:
15.5 Your Clients after termination. You are responsible for notifying your Clients, transitioning them, and any obligations you have to them. We have no obligation to continue service to them.
15.6 Survival. Sections 3, 4 (for amounts owed), 5.2, 7.2, 7.4, 7.6, 9, 10.3, 10.5, 11, 12, 13 (until Client Data is deleted), 14, 15.4 to 15.6, 16 and 17 survive termination.
16.1 By you. You will defend, indemnify and hold harmless RG Loomis LLC and its members, managers, officers, employees and agents from all third-party claims, demands, investigations, fines, penalties, losses, damages, settlements and costs (including reasonable attorneys' fees) arising out of or related to: (a) messages, calls, campaigns, content or data sent or uploaded by you or any Client; (b) consent, opt-out or quiet-hours practices of you or any Client; (c) any violation of the TCPA, TSR, CAN-SPAM, CTIA guidelines, carrier rules, Apple or WhatsApp terms, data protection law or any other law by you or any Client; (d) your breach of this Agreement, or a Client's breach of its client terms; (e) any dispute between you and a Client, including billing, refunds and service levels; (f) your marketing, website, Kits as you modified or used them, and Your Brand (including any infringement claim about Your Brand); (g) your Self-Hosted hardware and accounts; and (h) taxes on amounts you charge your Clients.
16.2 By us. We will defend and indemnify you from third-party claims that the Service, as provided by us and used as permitted in this Agreement, infringes a United States patent, copyright or trademark or misappropriates a trade secret. This does not apply to claims caused by Your Brand, Client Data, your or a Client's content, combinations with things we did not provide, modifications not made by us, or use in breach of this Agreement. If such a claim occurs or is likely, we may modify the Service to be non-infringing, get a license, or terminate the affected part and refund prepaid fees for the unused period. This Section states our entire liability for infringement claims.
16.3 Process. The indemnified party must give prompt notice of the claim (delay reduces the obligation only to the extent it causes actual harm), let the indemnifying party control the defense and settlement, and provide reasonable cooperation at the indemnifying party's cost. No settlement may impose any obligation or admission on the indemnified party without its written consent, not to be unreasonably withheld.
17.1 Governing law. This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
17.2 Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Pinellas County, Florida. Judgment on the award may be entered in any court with jurisdiction. Claims must be brought only in a party's individual capacity, not as a plaintiff or class member in any class, collective or representative proceeding. Either party may seek temporary or preliminary injunctive relief in the state courts located in Pinellas County, Florida, or the United States District Court for the Middle District of Florida (Tampa Division), to protect its intellectual property or Confidential Information or to collect undisputed amounts owed, and each party consents to the jurisdiction of those courts for that purpose.
17.3 Jury waiver. To the extent permitted by law, each party knowingly and voluntarily waives any right to a jury trial in any action arising out of or relating to this Agreement.
17.4 Attorneys' fees. In any action to enforce this Agreement or collect amounts owed, the prevailing party may recover its reasonable attorneys' fees and costs. We may also charge interest on overdue amounts at the lesser of 1.5% per month or the maximum lawful rate.
17.5 Force majeure. Neither party is liable for delay or failure (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor actions, internet or power outages, failures of hosting providers, actions of Apple, carriers, Meta/WhatsApp or app stores, and government action.
17.6 Assignment. You may not assign or transfer this Agreement, by contract, change of control, operation of law or otherwise, without our written consent. We may assign it without consent to an affiliate or to a successor in a merger, acquisition, or sale of all or substantially all of our relevant assets or business.
17.7 Amendments by notice. We may update this Agreement by giving at least 30 days' notice by email or in the reseller portal. Changes required by law, a platform or a payment processor, or to stop abuse, may take effect sooner. If you do not agree, you may terminate before the change takes effect; continuing to use the reseller program after the effective date means you accept the change. Any other change must be in writing signed (including electronically) by both parties.
17.8 Notices. We may give notices to the email address on your reseller account or in your reseller portal; they are effective when sent. You must give notices by email to russ@ibluetext.com (Attention: Russell Loomis, RG Loomis LLC, 6250 Cedarbrook Dr N, Pinellas Park, FL); they are effective when received. Notices of breach or termination should also be marked "Legal Notice" in the subject line.
17.9 Export and sanctions. You will comply with U.S. export control and sanctions laws and will not provide the Service to any prohibited country, entity or person.
17.10 Publicity. Neither party will issue a press release naming the other without consent. We may privately describe you as a reseller to Apple, carriers, platforms or authorities when needed to run or protect the Service.
17.11 Entire agreement. This Agreement, together with the documents listed in Section 1.3 and your Orders, is the entire agreement about the reseller program and replaces all earlier proposals, discussions and agreements on that subject. Terms in your purchase orders or other documents do not apply.
17.12 Severability; no waiver; interpretation. If any part of this Agreement is held unenforceable, it will be enforced to the maximum extent allowed and the rest remains in effect. Failure to enforce a provision is not a waiver. "Including" means "including without limitation." Headings are for convenience only.
17.13 Third-party beneficiaries. Except as stated in Section 7 (our rights under your Client terms), no one other than the parties has rights under this Agreement. Your Clients are not third-party beneficiaries of this Agreement.
Contact: RG Loomis LLC (iBlueText), 6250 Cedarbrook Dr N, Pinellas Park, FL. Attention: Russell Loomis, russ@ibluetext.com.