White-Label Partner Policy

This White-Label Partner Policy ("Policy") governs the use, resale, distribution, and representation of white-label versions of Texterz / Texterz.ai (the "White-Label Service").

This Policy applies to all individuals, companies, or entities ("White-Label Partner", "Partner") who operate, resell, brand, or market the Service under their own name, domain, or branding.

• IKARUSHOLDS LLC is the sole owner and operator of the underlying Texterz infrastructure.
• The White-Label Partner operates an independent commercial offering using the infrastructure.
• The White-Label Partner is not an agent, representative, employee, or affiliate of IKARUSHOLDS LLC.

No partnership, joint venture, or fiduciary relationship is created.

Subject to compliance with this Policy and the Terms of Service, the Partner is granted a limited, non-exclusive, non-transferable, revocable license to:

• Brand the Service under their own name
• Resell access to end customers
• Market the Service as an independent offering

This license grants no ownership rights and may be revoked at any time.

IKARUSHOLDS LLC reserves the right to revoke any white-label license, without refund, if:

• Illegal, deceptive, or fraudulent activity is detected
• Misleading, abusive, or unethical marketing practices are used
• Financial guarantees, earnings claims, or false promises are made
• Conduct causes or may cause legal, regulatory, or reputational harm
• Applicable laws or third-party policies are violated

Revocation is at our sole discretion. We will give notice before revocation where the law and the reason allow; otherwise revocation may be immediate. After revocation, the Partner and its end customers may export their data for 30 days.

White-Label Partners must not:

• Make financial guarantees, income claims, or profit promises
• Imply guaranteed results, success, or compliance
• Present Texterz as endorsing or approving such claims
• Use testimonials or examples implying typical or guaranteed outcomes

All marketing must be truthful, verifiable, and non-deceptive.

IKARUSHOLDS LLC does not endorse, verify, approve, or confirm any statements, claims, or representations made by White-Label Partners. Any claims made by a White-Label Partner are made solely in their own name and at their own risk.

When an end customer subscribes to, purchases, or uses a white-label version:

• The White-Label Partner is the sole contractual counterparty
• IKARUSHOLDS LLC is not a party to such agreements
• All billing, refunds, disputes, and customer support obligations rest solely with the Partner
• Before the end customer uses the White-Label Service, the Partner binds it to written terms at least as restrictive as Sections 6, 7, and 8 of the Terms of Service and our Data Processing Agreement, and concludes with it a data processing agreement that names IKARUSHOLDS LLC (Texterz) as a sub-processor
• The Partner is liable for the acts and omissions of its end customers and their users as if they were the Partner's own
• We may suspend an end customer's workspace directly if it breaches Section 6 of the Terms of Service, and will inform the Partner

Texterz acts exclusively as an infrastructure and technology provider.

White-Label Partners are solely responsible for:

• Compliance with all applicable laws (including GDPR, TCPA, CASL)
• Obtaining valid user consent for communications and data processing
• Compliance with third-party platform and messaging provider policies
• Maintaining legally required disclosures, notices, and policies
• Ensuring end customers are informed they are interacting with AI systems where applicable (EU AI Act, US state AI transparency laws)

Where an end customer is the controller of personal data processed in the White-Label Service, the Partner acts as its processor and IKARUSHOLDS LLC as the Partner's sub-processor. The Partner also:

• Warrants that each end customer has authorised IKARUSHOLDS LLC and the sub-processors listed in Annex II of our Data Processing Agreement under Article 28(2) and (4) GDPR
• Passes our sub-processor change notices on to each affected end customer within the notice period of its own data processing agreement with that end customer, and before the change takes effect
• Routes end-customer audit requests and objections to us, and our responses back to the end customer
• Keeps each end customer's data separate, does not combine it with another end customer's data, and does not use it for its own purposes; a Partner that does so becomes a controller under Article 28(10) GDPR and is in material breach of this Policy
• Discloses to each end customer that the Partner holds administrative access to its workspace and that the end customer can revoke that access, and uses the access only to provide the Service to that end customer
• Exports an end customer's data only on that end customer's documented instruction
• Does not offer the White-Label Service to end customers that process health data or personal data of minors without our prior written approval; we do not sign business associate agreements (BAAs) under HIPAA

Partner disconnection or insolvency. If the Partner's access ends, or the Partner has factually disappeared, ceased to exist in law, or become insolvent, only the end customer may instruct us about its data, and we will not disclose that data to the Partner, its successor, or its insolvency administrator without the end customer's written consent unless the law requires it. For 30 days, the end customer may, as a third-party beneficiary of this paragraph, export its data or instruct us to return or delete it, and may continue to use the Service directly by accepting our Terms of Service and Data Processing Agreement. This paragraph prevails over any exclusion of third-party beneficiaries in the Terms of Service.

White-Label Partners must not:

• Imply ownership of Texterz or Texterz.ai
• Register confusingly similar trademarks or domains
• Use Texterz branding outside explicitly permitted contexts
• Represent themselves as the original service provider

The White-Label Partner agrees to defend, indemnify, and hold harmless IKARUSHOLDS LLC from any claims, damages, fines, penalties, losses, or expenses arising from the Partner's marketing, the acts and omissions of its end customers and their users (including any claim of a kind listed in Section 14 of the Terms of Service), end-customer disputes, or Policy violations. This obligation is not limited by Section 13 of the Terms of Service or Section 11 of this Policy.

To the maximum extent permitted by law:

• IKARUSHOLDS LLC shall not be liable for any indirect, incidental, or consequential damages arising from white-label operations
• No liability exists for lost profits, revenue, or business opportunities
• Total liability is limited as defined in the Terms of Service

We reserve the right to review public-facing marketing materials, require corrective action, or suspend access pending investigation. No prior notice is required where risk is identified.

This Policy is governed by the laws of the State of Florida, United States. Exclusive jurisdiction lies with the state and federal courts located in Lee County, Florida.

If any provision of this Policy is held invalid or unenforceable, the remaining provisions remain in full force and effect. Where legally permissible, the invalid provision shall be replaced by a valid provision that most closely reflects the original commercial intent.