Agency / Reseller Agreement

Between [COMPANY LEGAL NAME] and the agency executing an Order ("Agency"). 1. Appointment. Non-exclusive right to resell/manage the Services for Agency's clients ("Client Accounts") in [TERRITORY: none/US], no minimums unless stated. 2. Models (per Order). (a) Agency-Pays: Agency subscribes at wholesale (list minus [20]% or per Order), one consolidated invoice by client-location quantity; Agency sets its own client pricing and is our customer of record. (b) Client-Pays + Commission: clients contract with us directly; Agency earns [20]% of net subscription revenue for [12] months per attributed client, paid monthly per §6. 3. Client Terms & Data. Every Client Account is governed by our ToS/DPA (and BAA where applicable) accepted by the client; Client Data belongs to the client, whose export and exit rights are unaffected by Agency status. Client transfers away from Agency follow the platform's transfer process (effective next billing cycle; both parties notified). 4. Agency Conduct. Agency will: represent the Services accurately (no ranking guarantees — ever), pass through compliance obligations (consent, messaging rules), not modify legal terms, keep client credentials confidential, and use client access only to serve that client. All Agency actions in Client Accounts are attributed and logged, visible to the client. 5. Branding. Agency may use approved co-branding on reports/portal per product features; our marks per brand guidelines; no white-label of the application itself under this v1 agreement. Neither party implies the other's endorsement beyond this Agreement. 6. Payment. Wholesale invoices due [net 15]; delinquency may pause new provisioning, then Client-notice + direct-billing fallback protecting live clients. Commissions accrue on collected revenue, [30] days in arrears, min $[100], with clawback for refunds/chargebacks; tax forms required. 7. Term & Termination. [12]-month term, auto-renewing; either party may terminate for convenience on [60] days' notice or for uncured breach in [15]. On termination: Agency-Pays clients are offered direct plans at then-current list (with [30]-day transition at wholesale); commissions on existing attributed clients continue for their remaining commission months. 8. Standard Terms. Confidentiality, mutual indemnities (Agency: its marketing claims and client relationships; Us: the platform per ToS §14), liability cap = greater of fees/commissions in prior [12] months, independent contractors, no exclusivity, governing law/disputes mirror ToS §20. ⚖️ NOTE: counsel to confirm reseller tax collection responsibilities under model (a).