WHITE LABEL PARTNER AGREEMENT
This Agreement (“Agreement”) is between LiveHelpNow, LLC (“Company”) and the White Label Partner (“Partner”) using the name and address submitted when completing the partner application.
Whereas, Company sells HelpSquad services that help businesses manage chat 24/7.
Whereas, Company desires to engage the Partner for the purposes of marketing and selling HelpSquad Services; and
Therefore, in consideration of the following conditions set for the in this Agreement, the parties agree to the following.
“Customer” means a licensee or end user of Company Products who acquires such products and associated services solely for its internal use.
“Limited Warranty Statement” means Company’s then-current warranty from LiveHelpNow to Customers.
“Maintenance/Support” means Company’s maintenance/technical support services for a LiveHelpNow Product, Ordered by Partner and provided by Company to Partner or Customer pursuant to Company’s then-current maintenance/technical support policies and processes.
“Product” means HelpSquad 24/7 live chat services in Exhibit A. Company may add to, delete from, or otherwise modify the Products on the Product List at any time. Stand-alone Company software is not included in the White Label program.
“Trademark(s)” means the word mark or the Company logo, the applicable Company Product trademarks and any other trademarks and service marks adopted by Company to identify its products and services, including HelpSquad products and services.
“Term” means the term of this Agreement as set forth in Section 6 hereof.
“White Label” means the rebranding of Company Products, specially HelpSquad, to include specific Partner logo/branding solely for the intended use as set forth in this Agreement.
- APPOINTMENT AND DISTRIBUTION RIGHTS
2.1 APPOINTMENT. Company hereby appoints Partner, and Partner accepts such appointment, to act as a non-exclusive Partner of Products.
2.2 DISTRIBUTION. Subject to Partner’s compliance with this Agreement, Company grants the non-exclusive, non-transferable right during the Term to acquire and resell Company Products to Customers. Company reserves the right to distribute its Products directly and indirectly through all channels, including, through original equipment manufacturers, Partners, other distributors, and/or integrators.
- PRODUCT TERMS
3.1 PRODUCT AVAILABILITY Company Products available for distribution by the Partner are outlined in Exhibit A. Company and the Partner shall mutually agree to any modifications made to Exhibit A during the Term of the Agreement. Company is not obligated to offer future products, maintenance/support, or professional services on the same terms and/or conditions stated in this Agreement.
3.2 WHITE LABELING. Partner will make available to Company all necessary logo and branding details and upon request provide high-resolution digital files to enable Company to complete rebranding of the Products for Partner use in accordance with this Agreement. Partner agrees to appoint a resource to engage directly with Company to be trained in and support the planning, execution and user acceptance testing for the rebranded Products prior to making the Products available to its Customers.
3.3 PRICING. The price paid by the Partner to Company for Products is set forth in Exhibit A. Company shall have the right, at any time, to change, alter, or amend Product prices upon 30-day written or electronic notification. However, customers already under agreement shall continue with the then current contractual price.
3.4 SETUP. To enable customers’ use of the product, Partner must complete and submit setup forms electronically to Company.
3.5 SERVICE LEVEL AGREEMENT. Company shall ensure that its service remains active and online for at least 99% of the time. From time to time, the service may be taken offline for maintenance or service enhancements. At its discretion, Company may include new features, services or enhancements to the Product. Company is under no obligation to provide new features, services or enhancements. However, software repairs will be handled in the ordinary course of Company’s maintenance process.
3.6 PRODUCT SUPPORT. Partner will provide implementation services, product support and training to its Customers’ by phone, email and/or live chat to address all inquiries. Company will provide Partner with product support as needed by phone or email.
- ORDERS AND PAYMENT
4.1 ORDERS. Orders shall be submitted on the partner portal and be subject to acceptance by Company. The terms and conditions of each order shall be as provided by this Agreement.
4.2 FULFILLMENT. Fulfillment of orders constitutes customer setup and training and login information if required. Fulfillment shall generally be provided within 1 – 3 business days from order request. Orders shall include all necessary information to setup a Customer (which includes, but not limited to, customer name, website, email address, Frequently Asked Questions, payment information).
4.3 PAYMENT. Payment will be provided by Partner to Company via credit card through Company’s subscription management system.
4.4 TAXES, TARRIFS, FEES. Company’s prices do not include any national, state or local sales, use, value added or other taxes, customs duties, or similar tariffs and fees which Company may be required to pay or collect upon the sale or delivery of Company Products or upon collection of the sales price. Should any tax or levy be made, the Partner agrees to pay such tax or levy and indemnify Company for any claim for such tax or levy demanded. The Partner represents to Company that all Company Products acquired hereunder are for redistribution in the ordinary course of the Partner’s business, and agrees to provide Company with appropriate resale certificates and other documentation satisfactory to the applicable taxing authorities to substantiate any claim of exemption from any such taxes or fees. If the Partner is required by law to withhold taxes on payments made to Company under this Agreement, then the Partner must: (i) provide Company with official receipts reflecting the actual amount of taxes withheld, which are adequate for Company to receive credit for such taxes paid; and (ii) minimize withholdings to the extent legally allowed, in order to protect Company’s exposure to the limitation imposed by the government authorities for such credit. If the Partner fails to provide Company with such tax payment receipts, if applicable, then the Partner shall reimburse Company for any fines, penalties, taxes, and other governmental charges resulting from such failure.
- PARTNER’S OBLIGATIONS
5.1 MARKETING DEVELOPMENT. Partner will actively market and advertise the Products consistent with Partner’s marketing plans and strategies. Unless expressly granted, Partner may not use Company’s name, graphics, logo, Company branded marketing materials or website.
5.2 PARTNER COVENANTS. Partner will: (i) conduct business in a manner that reflects favorably at all times on Products and the good name, goodwill and reputation of Company and its Products; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Company or Company Products; (iii) make no false or misleading representations with regard to Company or Company Products; (iv) not publish or employ, or cooperate in the publication or employment of, any unlawful, misleading or deceptive advertising material, practice or transmission with regard to Company or Company Products; and (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of Company Products that are inconsistent with the literature distributed by Company and/or about Company products.
5.3 USE OF TRADEMARKS AND PROPRIETARY NOTICES. During the term of this Agreement, Partner may not use the trademarks, trade names, logos and designations used by Company for Company Products.
- TERM AND TERMINATION
6.1 TERM. Subject to the terms within this agreement, this Agreement shall commence on the Effective Date and continue perpetually.
6.2 TERMINATION WITHOUT CAUSE. Partner or Company may terminate this Agreement without cause, at any time, by written notice to the other party not less than thirty (30) days prior to the effective date of termination. All unfilled orders pending at the time of the date of such notice of termination shall be deemed canceled, and Company and Partner hereby waive all claims against the other in connection with the cancellation of such orders.
6.3 TERMINATION FOR BREACH. Company may terminate this Agreement, for cause, by written notice to Partner not less than ten (10) days prior to the effective date of such notice in the event that: (i) Partner fails to pay past due invoices within forty-five (45) days after notice that invoices are past due; (ii) Partner fails to resolve and remove from Company unauthorized debits after a remedy period of 15 business days from date of debit, (iii) Partner violates any other material provision of this Agreement; or (iv) control of Partner is acquired, directly or indirectly, by a third party, or Partner is merged with a third party. Upon giving its notice of termination, Company may alter its terms of sale, including credit terms, and take such other action as may be consistent with the termination of Partner as an authorized Company Partner.
6.4 TERMINATION FOR INSOLVENCY. At the option of Company or Partner, this Agreement shall terminate immediately if: (i) a receiver is appointed for the other party or its property; (ii) the other party becomes insolvent or unable to pay its debts as they mature or ceases to pay its debts as they mature in the ordinary course of business, or makes an assignment for the benefit of creditors; (iii) any proceedings are commenced by or for the other party under any bankruptcy, insolvency or debtors’ relief law; (iv) any proceedings are commenced against the other party under any bankruptcy insolvency or debtor’s relief law, and such proceedings have not been vacated or set aside within sixty (60) days from the date of commencement thereof; or (v) the other party commences to dissolve under applicable corporate law statutes. In this event, Company may exercise its right to suspend and/or engage Customers directly as outlined in section 3.3 (PAYMENT).
6.5 TERMINATION/EXPIRATION ACCOUNTING. All amounts payable by Partner to Company shall survive termination and become immediately due and payable. All monthly subscriptions shall survive and remain payable by Partner to Company in accordance with the payment terms outlined in this Agreement.
6.6 SURVIVAL. The following clauses survive the termination and/or expiry of this Agreement: Clause 5.3 (Use of Trademarks and Proprietary Notices), Clause 8 (Limitation of Liability), Clause 9 (Confidentiality), Clause 10.2 (Governing Law), Clause 10.4 (Modification and Waiver), and Clause 10.7 (Limitation of Action).
7.1 CUSTOMER WARRANTY. Company provides a Disclaimer of Warranties Statement to Customers on its website. Partner will make available to Customers a copy of the Disclaimer of Warranties Statement and will not make any representations or statements inconsistent with such Disclaimer of Warranties Statement.
7.2 EXPRESS DISCLAIMER. Company MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE Products, EXCEPT AS SET FORTH ABOVE. ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED.
- LIMITATION OF LIABILITY.
EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT SHALL Company, ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR ASSIGNS OR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SERVICE AND/OR ITS CONTENTS BE LIABLE TO YOU FOR ANY PERSONAL INJURY OR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR LOSS OF DATA OR PROPERTY) ARISING FROM OR RELATED TO THIS AGREEMENT AND/OR THE USE, RELIANCE ON OR TRANSFER OF ANY PROPERTY, SERVICE, INFORMATION OR DATA PROVIDED OR MADE ACCESSIBLE UNDER THIS AGREEMENT, EVEN IF Company OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURY OR DAMAGES. NOT WITHSTANDING THE ABOVE, ANY DAMAGES ASSESSED SHALL BE LIMITED TO A SINGLE MONTH’S COST OF SERVICE PROVIDED TO PARTNER FOR THE PRODUCT.
- CONFIDENTIALITY. (a) The parties agree to maintain the confidentiality of information relating to Partner pricing, products, trade secrets, sales data, and other business information shared by the parties and not generally known to the public which is identified as confidential at the time of disclosure or any information that should, under the circumstances surrounding disclosure, reasonably be treated as confidential (“Confidential Information”). The parties shall use the same means it uses to protect its own confidential proprietary information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of: such information. These restrictions shall not apply to information that the Receiving Party can document is: (i) already in the possession of or known by the Receiving Party, (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party, (iii) lawfully received from a third party without restriction on use or disclosure if, to the Receiving Party’s knowledge, such third party had the legal right to disclose such information, (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, (v) pre-approved in writing by the Disclosing Party for disclosure, or (vi) disclosed as required by law, governmental agency or rule, or court order, so long as the party required to disclose the information provides the other party with timely prior notice of such requirement where permitted. Each party may use Confidential Information received from the other party only in connection with and to further the purposes of this Agreement and may only provide such Confidential Information to its respective directors, employees and advisors who have a “need to know” such Confidential Information. Upon completion or termination of this Agreement or the written request of the Disclosing Party at any time, the Receiving Party shall, within five (5) business days from such completion, termination or request, return all copies of Confidential Information to the Disclosing Party or certify, if so requested, in writing that all copies of Confidential Information have been destroyed; except for material reasonably required to be maintained by counsel.
(b) The parties recognize that a breach of the provisions of this Section would cause irreparable injury to the Non-Breaching Party; therefore, in the event any party breaches or threatens to breach the provisions of this section, the other party, in addition to any other remedies it may have, shall be entitled to seek preliminary and permanent injunctive relief without the necessity of posting a bond.
10.1 ASSIGNMENT. Neither party may assign, delegate, or transfer the Agreement or any of its rights or duties hereunder, without the prior written consent of the other party. Any attempted assignment or delegation in violation of this section shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. Notwithstanding the foregoing, Company may assign its rights and duties hereunder in connection with a merger, consolidation, spin-off, corporate reorganization, acquisition, or sale of all or substantially all the assets of Company.
10.2 GOVERNING LAW. This Agreement shall be governed by the laws of the State of
Pennsylvania (other than its conflicts of law principles), excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby consent to the exclusive jurisdiction of and venue in the federal and/or state courts located in Bucks County, PA. The prevailing party in any action under this agreement shall be entitled to recover its reasonable attorneys’ fees, costs and expenses.
10.3 INDEPENDENT CONTRACTORS. In performing their respective duties under this Agreement, each of the parties will be operating as an independent contractor. Nothing contained herein will in any way constitute any association, partnership, or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the power to bind the other party or incur obligations on the other party’s behalf without the other party’s prior written consent.
10.4 MODIFICATION AND WAIVER. No modification to this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default.
10.5 NOTICES. Any required or permitted notices hereunder must be given in writing at the address of each party set forth below, or to such other address as either party may substitute by written notice to the other in the manner contemplated herein, by one of the following methods: authenticated email, hand delivery; registered, express, or certified mail, return receipt requested, postage prepaid; or nationally-recognized private express courier. Notices will be deemed given on the date received.
10.6 SEVERABILITY. If for any reason any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
10.7 LIMITATION OF ACTION. Any legal action arising out of this Agreement shall be barred unless commenced within one (1) year of the act or omission giving rise to the action. Such limitation shall not apply to any actions asserted against Partner by Company arising from any delinquencies in payment for Products.
10.8 ENTIRE AGREEMENT. This Agreement and the exhibits attached hereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede any prior agreements between the parties with respect to such subject matter.
Exhibit A, which contains the pricing and margins, is not public. It is provided after partner application is accepted.