Effective Date: May 19, 2026
CoolBiz® App
Welcome to the CoolBiz® App Agency Policy. This policy governs the relationship between CoolBiz® Inc, doing business as CoolBiz®, and entities authorized to resell or manage CoolBiz® App services (accessible at app.coolbiz.ai) on behalf of their clients. By participating as an Agency, you agree to this Agency Policy, which outlines your rights, responsibilities, and obligations distinct from standard subscribers. This policy applies exclusively to Agencies partnering with CoolBiz® and does not extend to subscribers accessing the Services directly or through dynamic terms provided by Agencies. Please read it carefully. This Agency Policy supplements and integrates with our Terms of Service, Privacy Policy, and Refund Policy (collectively, the "Core Policies"), each as in effect from time to time, which are incorporated by reference and form an integral part of this agreement.
For this Agency Policy:
Services: The CoolBiz® App, accessible via app.coolbiz.ai, and all related features and functionalities provided by CoolBiz®.
Agency: A business entity authorized by CoolBiz® to resell or manage the Services on behalf of their clients (Child Subscribers).
Child Subscriber: An individual or entity subscribing to the Services through an Agency.
Included Credits: The monthly AI credit allowance bundled with each CoolBiz® App subscription plan, as published on the app.coolbiz.ai Pricing page and as further described in the Terms of Service. The current Included Credits value is subject to change without notice; the value in effect at the time of subscription will govern. Current standard plans include zero recurring usage credits; the trial allowance is a separate one-time grant. When the applicable recurring allowance is zero, no recurring-credit deduction is made from the subscription revenue base. Current standard plans include zero recurring usage credits; the trial allowance is a separate one-time grant. When the applicable recurring allowance is zero, no recurring-credit deduction is made from the subscription revenue base.
Top-Up Credits: AI credits purchased by a Child Subscriber, manually or via auto top-up, in excess of the Included Credits allowance.
Content: All data, text, graphics, and other materials submitted, posted, or displayed through the Services.
Personal Data: Information relating to an identified or identifiable natural person, as defined by applicable privacy laws (e.g., GDPR, HIPAA).
Core Policies: The Terms of Service, Privacy Policy, and Refund Policy applicable to all users of the Services, including dynamically adapted versions for Child Subscribers, each as in effect from time to time.
This policy governs only the Agency relationship with CoolBiz® and does not alter the Core Policies as applied to Child Subscribers.
By participating as an Agency with the CoolBiz® App, you agree to this Agency Policy. If you do not agree, you must not participate in the Agency Program. These terms govern all aspects of your relationship with CoolBiz® and are binding.
Agencies participating in the CoolBiz® App program are responsible for ensuring compliance on behalf of their Child Subscribers. Agencies must uphold the privacy, security, and confidentiality of their subscribers' data, ensuring it is not misused, resold, or shared in violation of CoolBiz® policies.
Compliance Oversight
While CoolBiz® provides regulatory-compliant functionality and access to audit records, Agencies are responsible for ensuring compliance with their specific regulatory requirements (e.g., HIPAA, GDPR, CCPA/CPRA). Agencies act as intermediaries, ensuring Child Subscriber use aligns with legal obligations.
Mandatory Compliance Agreement Execution
Upon completing their business profile during onboarding, all Agencies are required to review, digitally sign, and agree to both the Business Associate Agreement (BAA) and the Data Processing Agreement (DPA) before their Agency account is activated. This requirement applies regardless of whether the Agency intends to personally use HIPAA or GDPR compliance features. By executing these agreements, the Agency accepts pass-through liability and responsibility for ensuring its Child Subscribers complete the appropriate compliance agreements when required. All future chatbots created under the Agency account will automatically inherit the signed agreements on file.
Mandatory Data Breach Reporting and Audit Requests
Agencies must immediately forward any audit requests or compliance inquiries related to applicable data protection laws to CoolBiz® at support@coolbiz.ai upon receipt. Agencies are responsible for adhering to the following reporting timelines:
Data Breach Notifications: CoolBiz® actively monitors for potential data breaches affecting the platform, Agencies, and their subscribers. If we detect an incident requiring notification, we will provide Agencies with details to pass on to affected Child Subscribers without delay. If an Agency receives a breach report directly from a Child Subscriber, it must forward the report to CoolBiz® within twenty-four (24) hours for investigation and regulatory processing.
Regulatory Audit Requests: If an Agency or its Child Subscriber is subject to a formal compliance audit involving CoolBiz® services, the Agency must forward the request to CoolBiz® within forty-eight (48) hours to allow retrieval of necessary data.
High-Risk Incidents: For high-risk data breaches affecting personal data, Agencies must cooperate in facilitating prompt notification to affected individuals per applicable regulations without undue delay.
Hybrid Terms and Policies Enforcement
CoolBiz® enforces a hybrid compliance structure, where approximately 80-90% of core terms, policies, and legal protections from the Core Policies are mandatory and automatically embedded into Agency agreements, with Agency business details dynamically inserted for branding consistency. Agencies retain control over a limited portion of customizable settings — specifically the subscription plan display name and default display currency. All pricing, refund policies, compliance terms, and core legal protections are fixed and non-negotiable. Agencies are solely responsible for enforcing and maintaining these customized provisions.
Data Protection and Privacy
Agencies must adhere to all CoolBiz® Terms of Service and Privacy Policy requirements and are strictly prohibited from misusing, selling, or repurposing Child Subscriber data. Agencies bear full responsibility for safeguarding client information per applicable laws and ethical standards. Violations may result in immediate suspension or termination of Agency status.
As a valued Agency partner, CoolBiz® recognizes Agencies' efforts in building and maintaining their client base. However, to ensure continuity and protect all stakeholders, the following policies apply in the event of payment failure.
Payment Failure and Grace Period
Agency subscriptions are billed recurrently, and timely payments are required to maintain access to the platform and Child Subscriber accounts. If payment fails, the Agency enters the following grace period:
Client Migration and Non-Reinstatement
If payment is not restored within fourteen (14) days, all Child Subscriber accounts are migrated to direct CoolBiz® service.
Once migrated, Agencies cannot reclaim these clients. The migration process is extensive and non-reversible.
Agencies must onboard new clients to resume operations; they will not be reinstated with previously managed accounts.
Fairness and Non-Negotiability
This policy protects Child Subscribers from disruptions due to Agency billing failures and is non-negotiable, even for force majeure events (e.g., natural disasters, cyberattacks, governmental actions). CoolBiz® is not liable for disruptions caused by such events or Agency payment failures.
Post-Migration Options
Migrated Child Subscribers may independently cancel their subscription with CoolBiz® or sign up under a new Agency, but CoolBiz® will not facilitate such transitions.
By maintaining an active subscription, Agencies acknowledge that subscriber continuity is CoolBiz®'s priority, and that failure to comply with payment obligations permanently forfeits managed accounts.
Child Subscriber Communications and Migration Notices
To protect Child Subscribers from any interruption of service, CoolBiz® communicates directly with affected Child Subscribers in connection with any migration to direct CoolBiz® management. In every case, a migrated Child Subscriber’s plan, pricing, and service continue without change, and the Child Subscriber may cancel at any time from their Account page without penalty.
Voluntary Agency Downgrade (Immediate Migration): If an Agency voluntarily downgrades from an Agency plan to a Business plan, its Child Subscribers are migrated to direct CoolBiz® management immediately upon the downgrade, because the Agency relationship ends at that time. Each affected Child Subscriber is notified promptly by email and SMS that their account is now managed directly by CoolBiz® at the same plan and price, and that they may cancel at any time from their Account page.
Voluntary Agency Cancellation or Deletion (Immediate Migration): If an Agency voluntarily cancels or deletes its account, its Child Subscribers are migrated to direct CoolBiz® management immediately upon that action, because the Agency relationship ends at that time. Cancellation and deletion are treated identically for purposes of Child Subscriber migration; they differ only in how long CoolBiz® retains the former Agency’s own account settings and data, and never in what happens to Child Subscribers. Each affected Child Subscriber is notified promptly by email and SMS that their account is now managed directly by CoolBiz® at the same plan and price, that there is no interruption of service and no change to amounts already paid, and that they may cancel at any time from their Account page. This immediate migration is irreversible; once migrated, Child Subscribers cannot be reclaimed by the former Agency. The fourteen (14) day advance-notice cascade described below applies only to non-payment delinquency, not to a voluntary cancellation or deletion.
Non-Payment Migration (14-Day Cascade): If an Agency’s account becomes delinquent, Child Subscribers receive advance migration notices by email and SMS on Day 7, Day 11, and Day 13 of the Agency’s fourteen (14) day grace period. The back-half timing allows the Agency a reasonable opportunity to cure before Child Subscribers are contacted. Each notice explains that, unless the Child Subscriber cancels beforehand, their account will be automatically transferred to direct CoolBiz® management on Day 14 at the same plan and price, with no interruption of service.
A Child Subscriber who does not respond is automatically migrated on Day 14 in accordance with the schedule above. No separate action is required to continue service; cancellation, if desired, is available at any time from the Child Subscriber’s Account page.
Independent Contractor Status
Agencies act as independent contractors, not employees, agents, or representatives of CoolBiz®. No employment relationship is created. Agencies maintain autonomy in subscriber management and operations.
Business Requirements
Agencies must maintain an active payout account with CoolBiz®'s designated payment processor(s), which currently include Stripe and may from time to time include other processors, invoicing platforms, Automated Clearing House (ACH) providers, direct bank-transfer arrangements, or other lawful payment methods CoolBiz® elects to support. Agencies resell the CoolBiz® App and all add-ons at CoolBiz®'s published retail prices only — no markup, discount, or custom pricing is permitted. Agencies may customize the subscription plan's display name. Agencies may set a default display currency for their account; all prices remain denominated and billed in United States Dollars (USD), with approximate conversions displayed based on daily exchange rates obtained from third-party API providers and a disclaimer noting that converted amounts are estimates.
Agency Revenue Share Structure
For each Child Subscriber subscription resold by an Agency, the revenue split is as follows:
This structure applies to all SaaS subscription products resold by Agencies, including any future CoolBiz® subscription products as published on the Products page at coolbiz.ai, with the Included Credits allowance applicable to each product as disclosed on the applicable Pricing page.
Currency and Exchange Rates
All charges to Child Subscribers, all Agency revenue-share payouts, all refunds where issued, and all other monetary transactions between CoolBiz® and the Agency arising under this Agency Policy or any related agreement are denominated, billed, and paid in United States Dollars (USD), regardless of (a) the default display currency the Agency selects for its dashboard or for prices displayed to Child Subscribers, (b) the default display currency a Child Subscriber selects on a public-facing pricing page operated by CoolBiz® or by the Agency, or (c) any other localized display preference. CoolBiz® may display approximate conversions to other currencies using automated exchange-rate data obtained from third-party API providers; such conversions are estimates, are subject to change, and do not guarantee the amount any party will be charged or paid by any third-party financial institution. Any discrepancy between a displayed converted amount and the amount actually charged, converted, or paid is a matter solely between the affected party and that party's financial institution, and CoolBiz® bears no liability for any such discrepancy.
Refunds, Discretion, and Revenue-Share Clawback
Refunds to Child Subscribers may be issued by the Agency at the Agency's own discretion for Child Subscribers under that Agency's account. CoolBiz® separately retains sole discretion to issue a refund to any Child Subscriber where compliance, applicable law, or Agency non-performance requires it, in accordance with the Refund Policy. Where the Agency issues a refund to its own Child Subscriber, the Agency funds that refund in full: the refunded amount is recovered in its entirety from the Agency's proceeds, including the Included Credits portion of the subscription fee. The Included Credits allowance is made available to the Child Subscriber at the start of each billing period and the corresponding consumption capacity is committed at that time; CoolBiz® does not refund that allowance once it has been made available, whether or not the Child Subscriber consumed it, and consumption-based usage already incurred is never refundable. An Agency may issue a partial refund; refunding only the portion of the subscription fee that the Agency itself received leaves the Agency whole, and an Agency that elects to refund a greater amount does so as its own accommodation to its customer and bears the difference. The foregoing is consistent with and in addition to the revenue-allocation rules set forth in the Agency Revenue Share Structure above and the redemption-irreversibility and wallet-funding rules set forth in Section 6 (Promo Code Issuance and Wallet Funding Obligations). Where a refund or clawback exceeds the Agency's next revenue-share payment, the negative balance carries forward against subsequent revenue-share payments until cleared.
Tax Obligations
For each Child Subscriber sale, the Agency is solely responsible for charging, collecting, and remitting all applicable taxes (e.g., sales tax, VAT, GST) on the entire transaction, including any portion of the sale price attributable to the Included Credits allowance. The Agency is the merchant of record for its sales to Child Subscribers. CoolBiz® does not collect or remit tax on Child Subscriber sales and bears no tax on the Included Credits portion, because CoolBiz® derives no margin from that portion (see “Included Credits Are a Pass-Through, Not CoolBiz® Margin” below). For an Agency’s own subscription purchased directly from CoolBiz®, CoolBiz® is the seller and merchant of record and is responsible for any applicable tax and payment-processing fees on that purchase.
Payment Processing Fees
Payment-processing fees (e.g., Stripe processing fees) on each Child Subscriber sale are borne by the Agency and are netted from the Agency’s proceeds. CoolBiz® does not bill these fees to the Agency separately and does not deduct them from the Included Credits portion. CoolBiz® pays the payment-processing fees only on an Agency’s own subscription purchased directly from CoolBiz®. The Agency receives the net proceeds of each Child Subscriber sale after applicable taxes and payment-processing fees, consistent with the Agency Revenue Share Structure; by enrolling, the Agency agrees to receive its revenue share on this net basis.
Included Credits Are a Pass-Through, Not CoolBiz® Margin
The Included Credits bundled with each Child Subscriber plan are not revenue or margin retained by CoolBiz® for its own benefit. That amount funds the AI consumption made available to the Agency’s own Child Subscriber, for that Child Subscriber’s use and the Agency’s benefit. CoolBiz® neither profits from the Included Credits portion nor adds tax or payment-processing fees on top of it; CoolBiz® simply delivers the full credit value into the Child Subscriber’s wallet. This mirrors how CoolBiz® treats its own direct subscribers: CoolBiz® delivers the Included Credits in full and absorbs the remainder, never deducting tax or processing fees from a subscriber’s Included Credits. Allocating taxes and payment-processing fees to the Agency on Child Subscriber sales reflects that the Agency — not CoolBiz® — is the party selling to and profiting from those sales; CoolBiz® takes no margin from the Included Credits it provides.
Subscriber Management
Agencies handle onboarding, account management, and primary support for Child Subscribers, managing all communications regarding billing, usage, and inquiries.
Applicability to Price Changes and Plan Restructuring
The Agency Revenue Share Structure set forth above applies on its terms to all CoolBiz® subscription plans and add-on subscription products, as those plans and products are priced and structured by CoolBiz® from time to time, including following any change by CoolBiz® to plan pricing, add-on pricing, the value or composition of the Included Credits allowance bundled with any plan, or the published rate for consumption-based usage charges. CoolBiz® may modify plan pricing, add-on pricing, Included Credits values, and consumption rates prospectively without renegotiation of this Agency Policy; the structural rule that Agencies receive the plan fee less the Included Credits portion plus full add-on subscription revenue and zero share of Top-Up Credit purchases and consumption-based usage charges continues to apply to the post-change values. CoolBiz® will provide Agencies with reasonable advance notice of any material change to plan or add-on pricing or to Included Credits values.
This section governs an Agency's use of the Platform's promotional code feature, including the issuance of promo codes by an Agency for distribution to its Child Subscribers, prospective Child Subscribers, or any other recipient. Agencies who choose to enable the promo code feature accept the obligations set forth in this section.
Mandatory Auto Top-Up
Auto top-up on the Agency's promo wallet must be enabled and remain enabled at all times while any Agency-issued promo code is in circulation. The Agency may select the auto top-up threshold and top-up amount within the minimums established by CoolBiz® from time to time, but the Agency may not disable auto top-up while any obligation under an outstanding promo code remains potentially redeemable.
Auto Top-Up Disable Gate
Auto top-up may not be disabled by the Agency until the expiration date of the latest-issued promo code has passed. Promo codes have an issuance window of one (1) to ninety (90) days from creation, set by the Agency at the time of code creation. The duration the Agency selects determines the period during which the Agency remains contractually obligated to maintain auto top-up. If the Agency does not wish to remain bound by this obligation, it must avoid issuing further promo codes and wait until all outstanding codes have expired.
Maximum Redemption Cap (Required)
Every Agency-issued promo code must specify a maximum redemption count at the time of creation. Single-Use codes are implicitly capped at one (1) redemption. Multi-Use codes must explicitly specify a finite redemption cap. Unlimited multi-use codes are not permitted for Agencies under any circumstances.
Pre-Funded Exposure (Required)
At the time of promo code creation, the Agency's promo wallet balance must equal or exceed the sum of all live outstanding promo code exposure (the value of each live code multiplied by its remaining maximum redemptions). The Platform will reject promo code creation requests when the promo wallet balance is insufficient to cover total potential redemptions across all outstanding codes plus the new code being created.
Wallet Flexibility and Internal Transfers
Agencies may transfer balance between their Promo Wallet and Account Credits Wallet at any time, in either direction, through the Platform's internal transfer interface. Such transfers are an internal accounting operation and do not constitute a refund or release of funds from the Platform. The Pre-Funded Exposure requirement set forth above continues to apply at all times after a transfer; the Agency may not transfer funds out of the Promo Wallet to the extent that doing so would leave the Promo Wallet balance below the live outstanding promo code exposure.
Cost Allocation
Credits issued via Agency-issued promo codes are funded entirely by the Agency from the Agency's own promo wallet, at the standard retail credit rate established by CoolBiz® from time to time. CoolBiz® does not subsidize Agency-issued promo code credits. The Agency bears full economic responsibility for every credit issued via Agency-issued promo codes.
Code Lifecycle Management
Agencies may PAUSE a live promo code at any time, halting acceptance of new redemptions while leaving existing redemptions valid. Paused codes may be RESUMED if the code's expiration date has not passed. Agencies may CANCEL a live promo code at any time; upon cancellation, the unredeemed portion of the code's escrowed balance becomes available for refund to one of three destinations selected by the Agency: the Agency's Promo Wallet, the Agency's Account Credits Wallet, or the Agency's external payout account.
Redemption Irreversibility
Once a Child Subscriber successfully redeems a promo code, the resulting credit grant is final. No clawback, rollback, or refund of successfully-redeemed credits is permitted, regardless of subsequent Agency action (including but not limited to pausing, cancelling, or deleting the underlying code). This rule protects subscriber trust in the Platform and is non-negotiable. Credits granted via successful redemption belong to the redeeming Subscriber and follow ordinary Top-Up Credit treatment thereafter.
Redistribution Prohibition
Agencies may not redistribute, repurpose, or use CoolBiz® promo codes (codes issued by CoolBiz® as Super Admin for direct CoolBiz® marketing campaigns) in their own marketing materials, advertisements, or sales channels. Discovery of such use will result in (a) clawback of any commission from affected redemptions and (b) potential account suspension at CoolBiz®'s sole discretion.
Agency Liability
The Agency is solely liable for any subscriber-facing brand, service, or commercial issues arising from Agency-issued promo codes that fail to redeem due to insufficient Agency promo wallet balance, expired codes, exhausted redemption caps, or any other Agency-side cause. CoolBiz® is not liable for redemption failures caused by Agency cash-flow shortfalls or Agency-side configuration errors.
No Recurring or Permanent Promo Codes
Agency-issued promo codes are limited to a maximum activation window of ninety (90) days from creation. Agencies may not issue recurring, permanent, or perpetually-renewing promo codes. This limitation applies to Agency-issued codes only and does not restrict CoolBiz® from issuing recurring or permanent promo codes from the Super Admin role.
Agencies must adhere to strict data protection protocols:
Data Protection Obligations: Agencies must report data breaches within twenty-four (24) hours to CoolBiz® and affected Child Subscribers, maintain client data security via industry-standard safeguards, comply with regulations, conduct regular audits, and document security measures.
Child Subscriber Accounts: Agencies ensure each Child Subscriber account complies with the Privacy Policy, maintaining records of data processing, ensuring secure handling, and providing transparency to CoolBiz® and clients.
Client Migration Protocol: If an Agency fails to pay or becomes unresponsive, CoolBiz® will migrate Child Subscriber accounts to direct subscriptions. Agencies remain liable for breaches or obligations prior to migration. CoolBiz® ensures data security during this process.
See the Privacy Policy for additional details on data practices.
This Agency Policy supplements the Core Policies, forming part of the complete agreement between CoolBiz® and Agencies. The Core Policies, each as in effect from time to time, govern the Services' general use, while this policy addresses Agency-specific rights and obligations. Child Subscribers are subject to dynamically adapted Core Policies but not this Agency Policy.
Service Provision Parameters: CoolBiz® provides Agency services "as is" and "as available." CoolBiz® does not guarantee uninterrupted service, error-free operation, or fitness for any particular purpose. No warranties (express or implied) are provided, including merchantability or non-infringement. CoolBiz® is not liable for disruptions due to force majeure, third-party failures, or Agency misuse.
Financial Liability Limitations: CoolBiz®'s total liability for claims arising from this Agency Policy shall not exceed the subscription fees paid by the Agency in the prior twelve (12) months, except in cases of gross negligence, willful misconduct, or statutory exclusions. CoolBiz® is not liable for indirect, incidental, or consequential damages (e.g., loss of profits, data, or reputation).
Agencies must not:
Violations may result in immediate suspension or termination, with no refunds and potential legal action.
At CoolBiz®, we prioritize Agency satisfaction and are committed to resolving concerns promptly and fairly. If you encounter an issue related to your participation in the Agency Program, please contact CoolBiz® at support@coolbiz.ai. CoolBiz® will make every effort to address your concerns in accordance with the terms outlined in this Agency Policy.
If a dispute cannot be resolved through direct communication, all claims arising out of or relating to this Agency Policy shall be resolved through litigation in the state or federal courts of competent jurisdiction located in Shasta County, California. This policy is governed by the laws of the State of California, without regard to conflict-of-law principles. Both parties consent to personal jurisdiction and venue in such courts. CoolBiz® reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or prevent irreparable harm. If any part of this section is found unenforceable, the remaining provisions remain in full force and effect. For dispute inquiries, contact support@coolbiz.ai.
CoolBiz® reserves the right to update or modify this Agency Policy as needed to reflect changes in business operations, regulatory requirements, or enhancements to the Agency Program. When material changes occur, CoolBiz® will notify affected Agencies through:
Unless otherwise specified, all modifications become effective upon posting. Continued participation in the Agency Program after modifications are published constitutes acceptance of the updated terms.
If any provision of this Agency Policy is found invalid, illegal, or unenforceable under applicable law, that provision shall be severed from the agreement. The remaining provisions will continue in full force and effect and will be interpreted to preserve the original intent and purpose of this Agency Policy to the fullest extent possible.
This Agency Policy, together with the Core Policies (Terms of Service, Privacy Policy, and Refund Policy), each as in effect from time to time, constitutes the entire agreement between you and CoolBiz® regarding your participation as an Agency in the CoolBiz® App program. This agreement supersedes all prior communications or understandings, whether written or oral, related to the Agency relationship. Failure to enforce any provision does not waive it or any other provision. This agreement binds the parties, their successors, and permitted assigns. Agencies must provide accurate information, comply with all policies, and use designated communication channels as outlined herein.
For questions or concerns about this Agency Policy, contact our support team at:
Email: support@coolbiz.ai
Address: CoolBiz Inc Headquarters, 1534 Purple Way, Redding, CA 96003
By participating as an Agency, you agree to this Agency Policy.