IDM - Partner Agreement Addendum

This Partner Agreement Addendum ("Addendum") supplements and forms part of the Terms of Service ("ToS") between IDM Solutions LLC ("IDM") and the Partner named in the applicable contract. It governs arrangements where a Partner engages IDM's Services on behalf of one or more End Client companies.

Where this Addendum conflicts with the ToS on matters specific to the Partner arrangement, this Addendum prevails. All other ToS provisions remain in full force.

IDM signs a separate contract with both the Partner and each End Client. Together, the ToS, this Addendum, and those contracts form the complete agreement governing the three-party relationship.

TL;DR Summary

Quick overview — for Partners and End Clients

How this works

A Partner contracts with IDM on behalf of one or more End Client companies. IDM signs a separate contract with both the Partner and each End Client. The Partner handles billing and administration; IDM handles the platform and technical support.

Who is responsible for what

IDM: platform, technical support, data security.
Partner: billing, user provisioning, commercial relationship with End Clients.
End Client: their Authorised Users' conduct within the platform.

Billing and non-payment

The Partner pays IDM regardless of whether they've collected from the End Client. If an End Client is 10+ days overdue to the Partner, the Partner can request suspension — but the End Client gets 3 business days' notice and a chance to dispute before access is suspended.

Branding

Partners can present the platform under their own brand name and omit IDM's name entirely in client-facing materials. What's not allowed: claiming to have built or own the underlying technology — especially to investors or in legal documents.

Support

Technical issues — contact IDM directly (WhatsApp group or email). Commercial or billing matters — go through the Partner first. IDM doesn't get involved in billing disputes between Partners and End Clients.

Data and privacy

End Client data belongs to the End Client. Privacy or deletion requests can go to IDM directly or through the Partner. IDM may acknowledge and process requests directly while copying the relevant End Client and, where practicable, the Partner. Partners must forward requests to IDM within 10 business days.

If the Partner stops paying IDM

IDM notifies both the Partner and End Clients. End Clients get 10 business days to transition to a direct agreement with IDM before suspension. Their data stays accessible during the transition.

Service failures and incidents

Service credits apply per End Client where a failure affected them. If there's a major incident, IDM provides the Partner with written documentation to help them communicate with their own clients. IDM's financial liability remains capped per the ToS.

This summary is for guidance only. The full agreement below is the legally binding document.

1. Definitions

"Partner": means the business entity that has contracted with IDM to access the Services on behalf of one or more End Clients, and which may be responsible for billing, user provisioning, or service management on their behalf.
"End Client": means any business entity on whose behalf the Partner accesses the Services, as identified in the relevant contract.
"Three-Party Arrangement": means any engagement where IDM provides Services to an End Client through a Partner.
"End Client Authorised Users": means employees, contractors, merchandisers, supervisors, or other individuals authorised by an End Client to use the Services.
All other defined terms: carry the meanings given in the Terms of Service.

2. Relationship of the Parties

2.1 In a Three-Party Arrangement, the Partner and the relevant End Client remain directly responsible for the obligations allocated to them under the ToS, this Addendum, and the applicable contracts. References to the Client in the ToS are interpreted in that context and do not merge the Partner and End Client into a single legal entity.

2.2 Administrative responsibilities — including user account management, internal policy enforcement, and operational decisions regarding the Services — are allocated between the Partner and the End Client according to their own contract. IDM is not a party to that contract and bears no responsibility for resolving disputes arising from it.

2.3 Each End Client retains ownership of its own Client Data. The Partner does not acquire any ownership rights over End Client Data by virtue of this Addendum or any payment arrangement.

2.4 IDM's contractual relationship is with both the Partner and the End Client. End Client Authorised Users using the Services do not have an individual commercial relationship with IDM.

3. Responsibility for End Client Authorised User Conduct

3.1 Where an End Client Authorised User engages in conduct that violates the ToS — including submitting falsified reports, misusing account credentials, or breaching acceptable use provisions — the End Client to which that person belongs is responsible for that conduct, unless the contracts between the parties assign responsibility otherwise.

3.2 The Partner is responsible for ensuring that End Clients it brings onto the platform are aware of, and contractually bound by, the applicable provisions of the ToS.

3.3 IDM reserves the right to suspend or terminate an individual user's access in accordance with the ToS, and to notify the relevant End Client and Partner of any such action.

4. Data Protection and User Notification

4.1 IDM supports transparency by displaying clear links to the Privacy Policy, Terms of Service, Data Processing Agreement, and (for mobile app users) the EULA at the login and registration screen, before any meaningful processing of personal data occurs. The relevant End Client remains responsible for controller-level notice obligations, and the Partner may support delivery as an administrative intermediary.

4.2 Privacy and data deletion requests from End Client Authorised Users may be submitted directly to IDM at privacy@idm.llc or routed through the Partner. IDM may acknowledge, log, and handle requests in line with the controller's documented instructions, while copying the relevant End Client and, where practicable, the Partner on material handling steps.

4.3 Where a request is first received by the Partner, the Partner must forward the relevant request details to IDM within 10 business days. If the Partner fails to forward within this window and IDM consequently misses a statutory response deadline that would otherwise have been met, the Partner bears the resulting compliance exposure. If IDM would have missed the deadline regardless of the forwarding delay, or if no demonstrable harm resulted from the delay, no liability transfers to the Partner.

5. Billing, Payment, and Non-Payment

5.1 Partner's Obligation to IDM

The Partner is liable to IDM for all subscription fees accrued in respect of active End Client accounts, regardless of whether the Partner has collected corresponding payment from the End Client.

5.1a Introductory Offer

The first-month-free offer described in ToS Section 4.2 does not apply as a standard term to End Clients in a Partner arrangement. IDM may, at its sole discretion and on a case-by-case basis, extend the offer for specific End Clients. Any such application must be confirmed in writing before account activation.

5.2 End Client Non-Payment — Suspension Trigger

If an End Client is more than 10 calendar days overdue on payment to the Partner, the Partner may notify IDM in writing, specifying the End Client and the amount overdue.

Upon receiving that notification, IDM will issue a written notice to the End Client (copying the Partner) informing them that suspension of their access is scheduled to take effect in 3 business days unless the matter is resolved. This notice period exists to protect the End Client's operational continuity and allow time for the payment to be settled or a dispute to be raised.

End Client appeal window. If the End Client believes the suspension notification is incorrect or unjustified, they may contact IDM within those 3 business days to raise a dispute. IDM will hold the suspension for up to 5 additional business days while the Partner and End Client attempt to resolve the matter. IDM will not adjudicate the underlying billing dispute, but may decline to proceed with suspension if it has independent reason to believe the notification was made in bad faith.

If the matter is not resolved within the applicable window, IDM will proceed with suspension. Access will be restored once the Partner confirms in writing that the End Client's outstanding balance has been settled.

The Partner's ongoing fee accrual to IDM stops once suspension takes effect; fees accrued prior to suspension remain due. IDM's involvement in this process is limited to executing the notice, suspension, and restoration based on the Partner's written instructions.

5.3 Partner Non-Payment to IDM

If the Partner fails to pay IDM and the default is not cured within the notice period specified in the ToS, IDM will notify both the Partner and the affected End Clients of the payment default. End Clients then have 10 business days to either confirm they wish to transition to a direct agreement with IDM, or acknowledge that suspension is forthcoming. This notification does not obligate IDM to pursue or accept payment directly from End Clients, but gives End Clients the opportunity to self-rescue by transitioning under Section 10 of this Addendum. For clarity, this 10-business-day transition period starts after the Partner's non-payment cure period under ToS Section 11.3 has expired and IDM has issued the payment-default notice under this section.

6. Branding and Platform Presentation

6.1 What Partners May Do

Partners have broad flexibility in how they present the platform to End Clients and in the market. The following are expressly permitted without requiring separate written agreement from IDM:

Presenting the platform under the Partner's own service or product name (e.g. "Acme Field Reports" or "our merchandising platform").
Omitting IDM's name, logo, and branding from all client-facing materials, including contracts, pitch decks, onboarding documents, and day-to-day communications.
Describing the platform's features and capabilities using the Partner's own language, without referencing IDM as the provider.
Including the platform as part of a broader service offering without distinguishing it as a third-party tool.

6.2 What Partners Must Not Do

The following constitute a breach of this Addendum regardless of whether the audience is an End Client, a prospective client, an investor, or any other third party:

Claiming, in any written or verbal communication, to be the developer, creator, or owner of the underlying technology or software.
Representing to investors, lenders, or acquirers that the platform's intellectual property belongs to the Partner or forms part of the Partner's proprietary assets.
Producing documentation — including pitch decks, information memoranda, or capability statements — that attributes authorship or technical ownership of the platform to the Partner.
Registering trademarks, domain names, or other identifiers that purport to claim ownership of the IDM platform or any substantial part of it.

6.3 Practical Guidance on the Boundary

The distinction is between presentation (permitted) and ownership claims (prohibited). A Partner may say "our platform does X" or "we provide Y capability to our clients." A Partner may not say "we built this technology" or "this software is our proprietary system" — or use equivalent language that would lead a reasonable third party to conclude the Partner owns the underlying software.

A single sentence in a pitch deck that crosses this line does not constitute a material breach unless it is part of a pattern of conduct or causes demonstrable harm to IDM. IDM will give written notice of any specific concern and allow the Partner a reasonable opportunity to correct the relevant materials before treating the matter as a breach.

6.4 Disclosure on Request

IDM may require the Partner to disclose IDM's role as the underlying technology provider in specific circumstances, including legal proceedings, regulatory inquiries, and data protection audits. The Partner will cooperate with any such requirement promptly.

6.5 IDM Trademarks

Nothing in this section grants the Partner a licence to use IDM's trademarks, logo, or brand name beyond what is separately agreed in writing under Section 6.6 of the ToS. The restrictions in this section are additional to the general asset-usage rules in the ToS and continue to apply even where no IDM brand is shown to End Clients.

7. Support and Communication

7.1 Technical Support

IDM provides direct technical support to End Client Authorised Users for operational and product-related matters. End Clients and their Authorised Users may contact IDM via dedicated communication channels (such as a WhatsApp group or email at support@idm.llc) for technical issues. This direct access is provided for operational efficiency and does not imply any individual commercial relationship between IDM and End Client Authorised Users.

For matters that become formal disputes or require documented escalation, communication should be confirmed in writing by email to create a clear record.

7.2 Commercial and Contractual Matters

For commercial, contractual, or policy-related matters — including pricing changes, ToS updates, account-level decisions, and billing — IDM routes communication through the Partner in the first instance, copying the End Client where appropriate. Partners are responsible for managing their End Clients' commercial relationship with the Services. This routing aligns with ToS Section 17.1 for Partner arrangements.

7.3 Administrative Matters

Administrative decisions — including user provisioning, account structure changes, and internal policy enforcement — remain the responsibility of the Partner and/or End Client in accordance with their own agreement, as set out in Section 2.2 of this Addendum.

8. Service Credits and Incident Cooperation

8.1 IDM's service credit and data restoration obligations under the ToS apply per End Client company where a failure was isolated to that company's data or access. Credits are calculated and issued with reference to the affected End Client's subscription, ensuring they are meaningful and traceable to the party that experienced the impact. Downtime attribution and exclusions follow the ToS definition of Downtime, and credits are not pooled or transferred across different End Client accounts.

8.2 IDM acknowledges that the Partner may have independent obligations to End Clients under their own contracts that exceed IDM's liability cap under the ToS. This Addendum does not extend IDM's financial liability beyond the limits set out in the ToS.

8.3 In the event of a material service failure, IDM will cooperate in good faith with the Partner's communications to End Clients. This includes providing timely written documentation of the incident, uptime data from IDM's monitoring systems, and a factual account of the scope and cause of the failure, to assist the Partner in managing its own client relationships. This cooperation obligation does not imply liability beyond what is set out in the ToS.

9. Force Majeure

9.1 Force majeure events are governed by Section 16.5 of the Terms of Service.

9.2 When IDM declares a force majeure event, IDM will provide the Partner with a written statement — within a reasonable time and no later than 5 business days of the declaration — describing the nature, scope, and expected duration of the event in sufficient detail for the Partner to use in its own client communications. This statement is provided for documentary purposes only and does not transfer IDM's force majeure protection to the Partner's contracts with End Clients, which remain the Partner's own responsibility.

10. End Client Transitions

10.1 If an End Client wishes to continue using the Services independently — whether due to the termination of the Partner relationship, Partner insolvency, or Partner non-payment — the End Client may request a direct agreement with IDM. IDM will consider such requests in good faith.

10.2 IDM is not obligated to offer End Clients identical pricing or terms to those that applied under the Partner arrangement.

10.3 During a transition, Client Data remains accessible to the End Client in accordance with the data retention provisions of the ToS. IDM will not delete or restrict access to End Client Data solely on account of the Partner relationship ending, provided the End Client is not itself in breach of its own contract with IDM.

11. Term and Termination

11.1 This Addendum remains in effect for as long as the Partner has at least one active End Client arrangement with IDM under its account.

11.2 Termination of the ToS by either IDM or the Partner terminates this Addendum. Individual End Client access and data are then handled in accordance with the ToS termination provisions and Section 10 of this Addendum.

11.3 Termination of a specific End Client arrangement does not affect other End Client arrangements managed by the same Partner, unless the cause of termination constitutes a material breach affecting the Partner's account as a whole.

12. Governing Law

This Addendum is governed by the laws of Georgia, consistent with Section 15 of the Terms of Service.

For questions or concerns about this Addendum, please contact us:

Company: IDM Solutions LLC
Address: Tbilisi, Georgia
Email: partners@idm.llc
Web: https://idm.llc/en/contact