White Label SaaS Agreement

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Phone: {{phone}} | Email: {{email}} | Web: {{website}}

White Label SaaS Agreement

White Label SaaS Agreement

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WHITE LABEL SAAS AGREEMENT

This White Label SaaS Agreement (“Agreement”) is entered into as of {{effective_date}} (“Effective Date”) by and between:

Vendor: {{vendor_company_name}}, a company duly incorporated under the laws of {{vendor_jurisdiction}}, with its principal place of business at {{vendor_address}} (hereinafter referred to as “Vendor”).

Reseller: {{reseller_company_name}}, a company duly incorporated under the laws of {{reseller_jurisdiction}}, with its principal place of business at {{reseller_address}} (hereinafter referred to as “Reseller”).

Collectively referred to as “the Parties” and individually as “Party”.

1. DEFINITIONS

1.1. “Client” means an end-user customer of the Reseller who has subscribed to the White Label SaaS Offering.

1.2. “SaaS Platform” means the software-as-a-service platform developed and owned by the Vendor, as described in Schedule A.

1.3. “White Label SaaS Offering” means the SaaS Platform branded with the Reseller’s branding and offered by the Reseller to its Clients.

1.4. “Reseller Branding” means the Reseller’s trademarks, logos, trade names, and other identifying marks.

2. GRANT OF RIGHTS

2.1. License Grant: Subject to the terms and conditions of this Agreement, the Vendor hereby grants the Reseller a non-exclusive, non-transferable, revocable license to market, promote, and distribute the White Label SaaS Offering to Clients within the {{territory}}.

2.2. Branding: The Vendor grants the Reseller the right to brand the SaaS Platform with the Reseller Branding, in accordance with the Vendor’s branding guidelines provided in Schedule B.

2.3. Restrictions: The Reseller shall not modify, adapt, decompile, reverse engineer, or create derivative works of the SaaS Platform.

3. RESPONSIBILITIES OF THE PARTIES

3.1. Vendor Responsibilities:

a. Provide and maintain the SaaS Platform in good working order.

b. Provide technical support to the Reseller as specified in Schedule C.

c. Implement updates and upgrades to the SaaS Platform as deemed necessary.

d. Ensure the security and data privacy of Client data as per industry standards and applicable laws.

3.2. Reseller Responsibilities:

a. Market and promote the White Label SaaS Offering to potential Clients.

b. Provide first-line support to its Clients, escalating issues to the Vendor as per Schedule C.

c. Ensure that all Client agreements comply with the terms of this Agreement.

d. Adhere to the branding guidelines provided by the Vendor.

e. Pay the Vendor the agreed-upon fees as set forth in Schedule D.

4. FEES AND PAYMENT

4.1. Fees: The Reseller shall pay the Vendor the fees as detailed in Schedule D, which may include recurring subscription fees, implementation fees, or other charges.

4.2. Payment Terms: All invoices shall be paid by the Reseller within {{payment_days}} days of the invoice date.

4.3. Taxes: All fees are exclusive of any applicable taxes, duties, or levies, which shall be borne by the Reseller.

5. INTELLECTUAL PROPERTY

5.1. Ownership: The Vendor retains all right, title, and interest in and to the SaaS Platform, including all intellectual property rights.

5.2. Reseller Branding: The Reseller retains all right, title, and interest in and to the Reseller Branding. The Reseller grants the Vendor a limited, non-exclusive license to use the Reseller Branding solely for the purpose of fulfilling its obligations under this Agreement.

6. CONFIDENTIALITY

6.1. Definition: “Confidential Information” means any non-public information disclosed by one Party to the other, whether directly or indirectly, in writing, orally, or by inspection of tangible objects, including but not limited to business plans, technology, financial information, and client data.

6.2. Obligations: The receiving Party shall use the disclosing Party’s Confidential Information only for the purposes of this Agreement and shall protect it from unauthorized disclosure using the same degree of care that it uses to protect its own confidential information, but no less than a reasonable degree of care.

6.3. Exclusions: Confidential Information does not include information that is publicly available, independently developed, or rightfully obtained from a third party without restriction.

7. TERM AND TERMINATION

7.1. Term: This Agreement shall commence on the Effective Date and continue for an initial term of {{initial_term}} year(s), automatically renewing for successive terms of {{renewal_term}} year(s) unless either Party provides written notice of non-renewal at least {{notice_period_days}} days prior to the end of the then-current term.

7.2. Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any of its obligations hereunder and fails to cure such breach within {{cure_period_days}} days of receiving written notice thereof.

7.3. Effect of Termination: Upon termination of this Agreement, the Reseller shall cease using the White Label SaaS Offering and return or destroy all Confidential Information of the Vendor.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1. Limitation: To the maximum extent permitted by law, neither Party shall be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of or inability to access or use the service; (b) any conduct or content of any third party on the service; (c) any content obtained from the service; and (d) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

8.2. Indemnification: The Reseller agrees to indemnify, defend, and hold harmless the Vendor from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with the Reseller’s breach of this Agreement or its use of the White Label SaaS Offering.

9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

9.2. Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved through negotiation between the Parties. If the dispute cannot be resolved through negotiation within {{negotiation_days}} days, the Parties agree to submit the dispute to mediation in accordance with the rules of {{mediation_body}}.

10. GENERAL PROVISIONS

10.1. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

10.2. Amendments: No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

10.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.4. Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or by email to the addresses specified above.

SIGNATURES:

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

FOR THE VENDOR:

Name: {{vendor_signatory_name}}

Title: {{vendor_signatory_title}}

Signature: _________________________

Date: _________________________

FOR THE RESELLER:

Name: {{reseller_signatory_name}}

Title: {{reseller_signatory_title}}

Signature: _________________________

Date: _________________________

SCHEDULE A: SaaS PLATFORM DESCRIPTION

{{description_of_saas_platform_features_and_functionality}}

SCHEDULE B: BRANDING GUIDELINES

{{detailed_branding_guidelines_for_reseller}}

SCHEDULE C: SUPPORT AGREEMENT

{{details_of_vendor_and_reseller_support_responsibilities_SLAs}}

SCHEDULE D: FEES AND PAYMENT TERMS

{{detailed_breakdown_of_fees_payment_schedules_and_structures}}