This Reseller & White-Label Agreement (the "Agreement") is entered into as of the date of Reseller's electronic acceptance (the "Effective Date") by and between CallRadius LLC, an Arizona limited liability company with its principal place of business in Scottsdale, Arizona ("Company"), and the party identified in the electronic signature record described in Section 15 ("Reseller"). Each a "Party," together the "Parties."
Recitals. Company owns and operates the "CallRadius" software-as-a-service platform for the management of Google Local Services Ads (the "Product") and offers it for resale on a white-label basis. Reseller operates a marketing or advertising agency and wishes to resell the Product to its own clients under Reseller's brand. The Parties agree as follows.
2.1 Company appoints Reseller as a non-exclusive reseller of the Product, and Reseller accepts the appointment. Reseller may market, resell, and provide access to the Product to End Customers under Reseller's own brand, in accordance with this Agreement.
2.2 The appointment is non-exclusive and non-territorial. Company may appoint other resellers, sell directly, and use any channel. Reseller is an independent business; nothing in this Agreement creates a partnership, franchise, employment, or joint venture, and neither Party may bind the other.
2.3 True reseller. Reseller transacts with End Customers in its own name and for its own account. Reseller sets its own prices, invoices and collects from its End Customers, and owns the End-Customer relationship. Company bills Reseller the Wholesale Fee only.
3.1 Reseller is solely responsible for its End-Customer agreements, pricing, billing, collections, credit risk, and taxes on its resale.
3.2 Reseller will provide first-line support to its End Customers and act as their point of contact. Company provides second-line and platform support to Reseller (Section 4.3).
3.3 Accurate representations. Reseller will describe the Product truthfully and consistent with Company's then-current capabilities and the brand-claims guidelines made available in the partner portal, and will not (a) present not-yet-released features as live, (b) claim performance results not supported by the Product or by Company in writing, or (c) describe the Product as "first," "only," or "patented" (the Product is patent-pending). Reseller may describe the Product's capabilities under its own brand but remains responsible for the accuracy of its marketing.
3.4 Compliance. Reseller and its End Customers will use the Product in compliance with applicable law and Company's acceptable-use requirements, including advertising-platform terms (e.g., Google Local Services Ads policies), TCPA and CAN-SPAM for any outreach Reseller conducts, FTC requirements applicable to reviews and endorsements (including 16 C.F.R. Part 465), and applicable data-privacy laws. Company may suspend affected accounts immediately, with prompt notice to Reseller, if their continued operation would, in Company's reasonable judgment, violate applicable law or advertising-platform policies, or poses a material risk to the Product, to other customers, or to Company's standing with an advertising platform; Company will restore service promptly once the risk is resolved.
3.5 Reseller will not reverse-engineer the Product, resell outside this Agreement, or sublicense the Product except to End Customers for their internal business use.
3.6 Authority over connected accounts. Reseller represents and warrants that it and/or its End Customer holds all rights and authorizations necessary to connect each End-Customer Google Local Services Ads account (and any related Google accounts or profiles) to the Product and to authorize the management actions the Product performs on those accounts.
4.1 Company will make the Product available for Reseller's End Customers, provision accounts, and provide the white-label capabilities supported by the Product from time to time (including reseller-branded client dashboards and reports, white-label proposals, and the partner, salesperson, manager, and client portals).
4.2 License. Company grants Reseller a limited, non-exclusive, non-transferable, revocable license during the Term to market and resell the Product and to present it under Reseller's brand as supported by the platform. Company retains all right, title, and interest in and to the Product, the underlying software, and Company's marks. Reseller grants Company a limited license to use Reseller's brand solely to configure and operate the white-label presentation.
4.3 Company will provide reasonable platform support to Reseller, product updates, and documentation, and will use commercially reasonable efforts to maintain availability of the Product. Company controls the Product roadmap and may modify features, including where changes are required or made necessary by third-party platforms (e.g., Google API or policy changes). Company will provide done-with-you sales assistance on Reseller's first two closed End-Customer deals upon Reseller's request.
4.4 No circumvention by Company. Company will not use Reseller's End-Customer list, obtained through this reselling relationship, to directly solicit those End Customers for the Product while this Agreement is in effect (Section 12).
5.1 Reseller pays Company the Wholesale Fee per Active Account as set out on Exhibit A (currently $200.00 per Active Account per month). Company may update wholesale pricing on thirty (30) days' written notice; changes do not apply to a founding-partner locked rate (Section 5.4 and Exhibit A) for so long as that partner remains in continuous good standing.
5.2 Reseller sets its own Reseller Retail Price and keeps the entire margin between its retail price and the Wholesale Fee. Company has no interest in Reseller's retail pricing or margin.
5.3 Company invoices Reseller monthly for Active Accounts; invoices are payable upon receipt via the payment method on file, and amounts unpaid ten (10) days after the invoice date are overdue. Overdue amounts may accrue interest at one percent (1.0%) per month or the maximum rate permitted by law, whichever is less, and Company may suspend the affected accounts if an overdue amount remains unpaid ten (10) days after written notice.
5.4 Founding-partner terms. If Reseller is designated a founding partner on Exhibit A or in Company's written pricing confirmation, the Wholesale Fee is locked at the rate stated there for the duration of Reseller's continuous good standing.
5.5 Fees are exclusive of taxes; each Party is responsible for its own taxes. Company will confirm Reseller's wholesale pricing in writing (email sufficient) before Reseller's first End-Customer account bills; that confirmation forms part of Exhibit A.
6.1 Term. This Agreement begins on the Effective Date and continues month-to-month until terminated.
6.2 Either Party may terminate this Agreement for convenience on thirty (30) days' written notice, or immediately upon written notice for the other Party's material breach that remains uncured ten (10) days after written notice describing the breach.
6.3 Effect; transition. Upon termination: (a) the licenses granted in Section 4 end and Reseller ceases marketing the Product; (b) Reseller pays all accrued but unpaid Wholesale Fees; and (c) the Parties will cooperate in good faith on an orderly wind-down so that End Customers are not stranded — active End-Customer accounts continue through the end of their then-current monthly billing periods, and the Parties will use commercially reasonable efforts to allow affected End Customers to continue service either directly with Company or with another Company reseller, at the End Customer's election, subject to a new agreement. Nothing in this Agreement obligates Company to continue service to an End Customer without a direct or replacement-reseller contract.
Each Party will comply with applicable data-protection laws. Company processes End-Customer data as necessary to provide the Product; Reseller is responsible for obtaining any consents required from its End Customers for that processing. Upon either Party's reasonable request, or where required by applicable law, the Parties will enter into a data processing addendum consistent with this Agreement. Company may use data generated by use of the Product in aggregated or de-identified form that does not identify Reseller or any End Customer to operate, benchmark, and improve the Product; this Section controls over Section 9 for such use.
8.1 Each Party warrants that it has the right and authority to enter into this Agreement. Company warrants that it has the right to license the Product as provided here.
8.2 Except as expressly stated in this Agreement, the Product is provided "as is," and Company disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Company does not warrant specific advertising results, lead volumes, lead-credit recovery amounts, ad positions, or rankings, which depend on third-party platforms (including Google) outside Company's control.
Each Party will protect the other Party's non-public information — including wholesale pricing, End-Customer and prospect data, product roadmaps, and methods ("Confidential Information") — with at least the same care it uses for its own confidential information (and no less than reasonable care), will use it only to perform this Agreement, and will not disclose it to third parties except to advisors bound by comparable duties. These obligations continue during the Term and for three (3) years after termination, and indefinitely for trade secrets. Information that is public through no fault of the receiving Party, independently developed, or rightfully received from a third party is not Confidential Information.
Company owns the Product, the underlying software, and Company's marks; Reseller owns its own brand and marks. No ownership transfers under this Agreement. Feedback or suggestions Reseller provides regarding the Product may be used by Company without restriction or obligation.
11.1 Reseller will defend and indemnify Company against third-party claims arising from Reseller's marketing, its End-Customer agreements, representations beyond those authorized by Company, or its violation of law. Company will defend and indemnify Reseller against third-party claims that the Product, as provided by Company and used as permitted, infringes United States intellectual-property rights. The indemnified Party will give prompt written notice of any claim, allow the indemnifying Party to control the defense and settlement (provided any settlement fully releases the indemnified Party without admission or payment by it), and reasonably cooperate at the indemnifying Party's expense.
11.2 Except for the indemnification obligations in Section 11.1 and breaches of Section 9 (Confidentiality), neither Party is liable for indirect, incidental, special, or consequential damages or lost profits, and each Party's aggregate liability under this Agreement is limited to the Wholesale Fees paid or payable by Reseller in the six (6) months preceding the event giving rise to the claim. Nothing in this Section limits Reseller's obligation to pay Wholesale Fees due under Section 5.
While this Agreement is in effect, Company will not knowingly solicit Reseller's End Customers for the Product (Section 4.4). This Section does not restrict Company's general advertising or marketing that is not targeted at Reseller's specific End Customers, does not restrict serving a customer who approaches Company on their own initiative without solicitation, and does not restrict End-Customer transition under Section 6.3 following termination.
This Agreement is governed by the laws of the State of Arizona, without regard to its conflict-of-laws rules. The Parties will first attempt in good faith to resolve any dispute by negotiation between principals for thirty (30) days. Any dispute not so resolved will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Maricopa County, Arizona, before a single arbitrator; judgment on the award may be entered in any court of competent jurisdiction. Either Party may seek injunctive relief in court for breaches of Sections 9 or 10, and either Party may bring a qualifying individual claim — including Company's claim for unpaid Wholesale Fees — in small claims court instead of arbitration. Each Party bears its own attorneys' fees except as the arbitrator may award to the prevailing Party.
This Agreement — together with Exhibit A, the Summary of Terms presented at signup, and Company's written wholesale-pricing confirmation — is the entire agreement of the Parties on its subject matter and supersedes prior discussions. If the Summary of Terms and this Agreement conflict, this Agreement controls. Amendments must be in a writing accepted by both Parties (electronic acceptance sufficient). Company may also update this Agreement prospectively on thirty (30) days' written notice; Reseller's continued marketing or resale of the Product after the update's effective date constitutes acceptance of the update. Updates do not alter rights or obligations already accrued and do not reduce the pricing protections of Sections 5.1 and 5.4 (including a founding partner's locked rate). If Reseller objects to an update, it may terminate under Section 6.2 before the update takes effect. Neither Party may assign this Agreement without the other's written consent, except Company may assign to a successor or affiliate in connection with a merger, reorganization, or sale of assets. If any provision is unenforceable, the remainder continues in effect. A Party's failure to enforce a provision is not a waiver. Neither Party is liable for delay or failure caused by events beyond its reasonable control (excluding payment obligations). Notices must be in writing and are effective on receipt when sent by email — to Company at info@callradius.io, and to Reseller at the email address in its signature record — or to such other address as a Party designates in writing. Sections 5 (accrued fees), 6.3, 7, 8, 9, 10, 11, 13, and 14 survive termination. This Agreement may be executed and accepted electronically.
Reseller accepts this Agreement by completing the CallRadius partner signup at callradius.io/partner.html: typing the signer's full legal name and title, checking the acceptance box, and submitting the form. That action constitutes Reseller's electronic signature under the U.S. ESIGN Act and applicable state law. Company records the agreement version, the exact agreement text (by cryptographic hash), the signer's name and title, IP address, user agent, and timestamp, and accepts this Agreement by provisioning Reseller's partner account and sending the written welcome confirmation. The person accepting represents that they have authority to bind Reseller.
| Item | Terms |
|---|---|
| Product | CallRadius — autonomous management platform for Google Local Services Ads (patent-pending; U.S. Provisional App. No. 64/063,539). |
| Wholesale Fee | $200.00 per Active Account per month. Each connected End-Customer Google Local Services Ads account is one Active Account. An account connected during any part of a monthly billing period bills for the full month (no proration). There is no free-trial period through the reseller channel — every connected End-Customer account is billable from the day it connects; retail-website trial offers do not apply to reseller-channel accounts. |
| Reseller Retail Price | Set solely by Reseller. Reseller keeps 100% of the margin over the Wholesale Fee. |
| Founding-partner rate lock | Wholesale Fee locked at $200.00/Active Account/month for the duration of continuous good standing (if designated a founding partner in Company's written pricing confirmation). |
| Payment terms | Monthly invoice; payable upon receipt; 1.0%/month on overdue amounts; suspension per Section 5.3. |