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Core principle: if an agency uses tealsi for its own client, the agency remains tealsi’s contractual Customer and remains responsible to tealsi for the acts, omissions, configurations, communications, campaigns, data, AI use and conduct of that client and the people who access tealsi through the agency’s account.
AN AGENCY MAY NOT AVOID RESPONSIBILITY TO TEALSI BY CLAIMING THAT A VIOLATION, COMMUNICATION, AI AGENT, CAMPAIGN, DATA USE OR OTHER ACTIVITY WAS PERFORMED BY THE AGENCY’S CLIENT. AS BETWEEN TEALSI AND THE AGENCY, THE AGENCY REMAINS RESPONSIBLE FOR ACTIVITY CONDUCTED THROUGH THE AGENCY’S ACCOUNT OR MANAGED ENVIRONMENTS.
1. Scope and Applicability
These Agency & Customer Client Terms (“Agency Terms”) apply when a Customer uses tealsi as an agency, consultant, managed service provider, marketing provider, technology provider or other intermediary for one or more third-party clients.
These Agency Terms supplement and are incorporated into the Terms of Service, Acceptable Use Policy, Communications & Consent Policy, AI & Voice Policy, Privacy Policy, Data Processing Addendum and other applicable policies.
2. Key Definitions
For purposes of these Agency Terms:
- Agency means the Customer that contracts directly with tealsi and uses the Platform for or on behalf of one or more third parties.
- Customer Client means a third-party business, organization or person for whom Agency uses, configures, manages or provides access to tealsi.
- End User means an individual user, consumer, employee, contractor, lead, contact or other person who interacts with Agency, Customer Client or a tealsi-powered workflow.
- Managed Environment means any workspace, tenant, subaccount, configuration, campaign, AI agent, integration or other environment Agency creates or manages for a Customer Client.
3. Agency Is the Customer of Record
Agency is and remains the Customer of record under its agreement with tealsi unless tealsi separately contracts directly with the applicable Customer Client.
Agency is responsible for subscription fees, usage charges, Wallet activity, Authorized Users, Customer Clients and activity occurring through Agency’s account or Managed Environments.
4. No Direct Contract with Customer Clients
A Customer Client does not become a direct Customer of tealsi merely because Agency uses tealsi for that Customer Client, gives that Customer Client access to a Managed Environment or identifies the Customer Client inside the Platform.
tealsi is not a party to Agency’s contract, statement of work, marketing agreement, consulting agreement or other commercial relationship with a Customer Client.
5. No Third-Party Beneficiaries
Except where expressly required by applicable law or separately agreed by tealsi in writing, Customer Clients and End Users are not third-party beneficiaries of Agency’s agreement with tealsi and do not acquire independent contractual rights against tealsi under that agreement.
6. Agency Responsibility for Customer Clients
Agency is responsible for all acts and omissions of Customer Clients, Authorized Users, employees, contractors, agents and other persons to whom Agency provides access to or uses tealsi for.
As between Agency and tealsi, activity performed by a Customer Client through a Managed Environment is treated as activity for which Agency is responsible.
If a Customer Client sends unlawful spam, configures an abusive AI agent, uploads infringing content, violates privacy law or otherwise misuses tealsi, Agency may remain responsible to tealsi even if Agency did not personally click the final button that caused the activity.
7. Authorized Users and Account Access
Agency is responsible for deciding who may access a Managed Environment and for configuring appropriate roles, permissions and access controls.
Agency must promptly remove access for users who are no longer authorized and must not provide credentials in a manner that creates unreasonable security or compliance risk.
8. Required Flow-Down Terms
Agency must maintain written agreements, terms, policies or other binding arrangements with Customer Clients that are reasonably sufficient to require lawful and policy-compliant use of tealsi.
Agency’s downstream terms should, where applicable, require Customer Clients to:
- comply with applicable laws and regulations;
- obtain required communications consent;
- comply with the tealsi Acceptable Use Policy;
- use AI and voice features lawfully;
- respect intellectual-property, privacy and publicity rights;
- protect credentials and Customer Data;
- pay amounts Agency validly charges under Agency’s own commercial agreement; and
- avoid activity that could expose tealsi, Agency, providers or carriers to legal, security or reputational risk.
9. Communications, Consent and Compliance
Agency is responsible for ensuring that communications initiated for Customer Clients comply with applicable consent, telemarketing, messaging, email, caller-identification, opt-out, Do-Not-Call and related requirements.
Agency may not represent that tealsi has verified or approved the legality of a Customer Client’s campaign, audience, calling list or communications strategy.
10. AI, Voice and Automated Activity
Agency is responsible for the AI prompts, configurations, recipients, actions, disclosures, voice rights, consent and business use of AI Features operated for Customer Clients.
Agency must not allow Customer Clients to use AI Features for prohibited impersonation, harassment, unlawful robocalling, unauthorized voice cloning, fraud or other conduct prohibited by the AI & Voice Policy.
11. Customer Data and Privacy Responsibilities
Agency is responsible for determining whether Agency has lawful authority to receive, upload, access, process or manage Customer Client data through tealsi.
Agency must maintain appropriate privacy notices, contractual authority and data-processing terms with Customer Clients where required.
If Agency acts as a processor for a Customer Client and tealsi acts as Agency’s subprocessor, the applicable data-processing relationship is governed by the Data Processing Addendum.
12. Instructions Given on Behalf of Customer Clients
When Agency instructs tealsi, support personnel or Platform functionality on behalf of a Customer Client, tealsi may rely on Agency’s representation that Agency is authorized to provide those instructions.
Agency is responsible for disputes arising from Agency acting without sufficient authority from a Customer Client.
13. Support and Customer Service
Unless tealsi separately agrees otherwise, Agency is responsible for providing first-line business, campaign, marketing and account-management support to Customer Clients.
tealsi support relates to the Platform and does not make tealsi responsible for Agency’s professional services, marketing strategy, consulting, customer-service obligations or deliverables to Customer Clients.
14. Billing, Rebilling and Commercial Terms
Agency controls the commercial relationship between Agency and Customer Clients, including Agency’s own service fees, retainers, markups, packages, invoicing, collections, taxes, discounts, credits and refunds.
tealsi is not responsible for Agency’s pricing, promises, invoices, collections or disputes with Customer Clients.
15. Wallet and Usage Charges
Agency remains financially responsible to tealsi for Wallet usage, AI consumption, messaging, calling, phone numbers and other usage-based charges generated through Agency’s account and Managed Environments.
If Agency rebills Customer Clients, that rebilling is Agency’s own commercial arrangement. Failure by a Customer Client to pay Agency does not eliminate Agency’s obligation to pay valid amounts owed to tealsi.
16. Agency-Client Disputes
Disputes between Agency and a Customer Client regarding marketing performance, services, billing, ownership of leads, campaign results, data, content, account control or other matters remain between Agency and the Customer Client.
tealsi is not required to adjudicate Agency-client disputes and may decline to transfer control, disclose data or take action where ownership or authority is genuinely disputed without sufficient documentation or legal authority.
17. No Unauthorized Representations About tealsi
Agency must not make false or unauthorized statements about tealsi, including promises that tealsi guarantees results, legal compliance, uptime, deliverability, sales, lead generation, AI accuracy or uninterrupted integrations.
Agency must not represent that it is tealsi, Constellation X, LLC, an employee of tealsi or an authorized legal representative of tealsi unless tealsi expressly authorizes that representation in writing.
18. Branding and Representation
Unless tealsi separately authorizes white-label, reseller or co-branding rights in writing, Agency may not remove, alter or misuse tealsi branding in a manner that violates the Terms or falsely creates an affiliation.
Any future reseller or white-label program may be governed by separate terms.
19. Claims Brought by Customer Clients or End Users
If a Customer Client, End User, consumer, regulator, carrier, provider or other third party asserts a claim against tealsi arising from activity conducted by Agency or a Customer Client, Agency remains responsible to the extent provided in the Terms and these Agency Terms.
The fact that tealsi provides the underlying software, communications infrastructure or AI functionality does not make tealsi the agency, consultant, advertiser, telemarketer, seller or service provider responsible for Agency’s downstream business relationship.
20. Indemnification
Without limiting the indemnification obligations in the Terms of Service, Agency agrees to defend, indemnify and hold harmless Constellation X, LLC, tealsi, their affiliates, officers, employees, contractors, licensors and service providers from third-party claims arising out of or relating to:
- Agency’s services to Customer Clients;
- Customer Client activity through tealsi;
- communications, campaigns, AI agents or calls initiated for Customer Clients;
- failure to obtain required consent;
- Customer Client content or intellectual-property violations;
- privacy or data-protection violations attributable to Agency or Customer Client;
- misrepresentations made by Agency about tealsi;
- billing or commercial disputes between Agency and Customer Clients; and
- Agency’s or Customer Client’s violation of law or tealsi policies.
21. Suspension and Protective Action
tealsi may immediately suspend a Managed Environment, Customer Client, feature or Agency account where tealsi reasonably believes activity creates spam, fraud, abuse, legal, security, provider, carrier or infrastructure risk.
Where reasonably possible, tealsi may limit suspension to the affected Managed Environment, but tealsi may suspend broader access where the risk cannot reasonably be isolated.
22. Data Export and Transition
Where reasonably possible, technically feasible, safe and legally permitted, Agency may export Customer Data for a Customer Client before or after suspension or termination.
Agency is responsible for determining whether it is authorized to provide exported data to a Customer Client.
23. Termination of Agency Relationship
Upon termination of Agency’s tealsi account, Agency remains responsible for valid outstanding fees and usage charges.
Customer Client access may cease when Agency’s account terminates unless tealsi separately contracts with the applicable Customer Client or another lawful transition arrangement is established.
tealsi is not required to continue providing services directly to a Customer Client after Agency’s termination.
24. Survival
Provisions concerning responsibility, fees, intellectual property, data, disputes, indemnification, limitation of liability and other provisions that by their nature should survive termination will survive termination to the extent applicable.
25. Changes to these Agency Terms
tealsi may update these Agency Terms to reflect changes in Platform functionality, agency features, legal requirements, risk practices or business operations.
Material changes may be communicated through the website, Platform, email or another commercially reasonable method.
26. Contact
Questions regarding agency use of tealsi or these Agency Terms may be directed to support@tealsi.com.
Your client relationship remains your responsibility.
tealsi provides the software. Agencies remain responsible for their clients, users, campaigns, data, communications, billing, AI activity and downstream legal obligations.