SEOptimer White Label Reseller Program
What is it?
SEOptimer is offering Agencies, Web Hosts and Service Providers the opportunity to offer Simple SEO Software (the “Services”) for their customers under their own brand or trademarks. Resellers purchase discounted accounts for access to the Services and bill their own clients directly or through a third party.
What does an SEOptimer Reseller do?
You are able to resell access and use of the Services by incorporating them into your own marketing efforts as part of a value-added solution at a volume discount. By signing up for the reseller program, you are allowed to create accounts with SEOptimer for the Services on behalf of your clients.
Under the White Label Reseller Program, you are required to provide first line support and handle all Services-related issues directly with your clients (for the purpose of not disclosing SEOptimer as a provider). Support issues may be escalated to SEOptimer.
What does SEOptimer do to help resellers be successful?
SEOptimer will provide a discount to resellers depending on how many currently active accounts they enroll.
- Our standard pricing is a discount of 25% off the normal monthly fee for any of our products.
- For volume commitments of 10, 50, 100+ etc we can negotiate higher, bespoke discounts.
You are required to white label or provide your own branding for the Services under the White Label Reseller Program and use the generic URL (websiteauditserver.com) as the access URL for resold accounts.
SEOptimer will avoid providing assistance with billing issues, upgrades, or cancellations for clients who have purchased service from a reseller (to avoid interfering with your customer relationship). We can, however, provide customer service directly to you as a Reseller as the need arises.
SEOptimer White Label Reseller Program Agreement
This White Label Reseller Program Agreement (this “Agreement”) contains the complete terms and conditions that apply to your participation in SEOptimer’s White Label Reseller Program for the resale of SEOptimer’s suite of SEO Software Solutions (the “Services”)
As used in this Agreement, “we,” “us” or “SEOptimer” means SEOptimer Limited and “you,” “your” or “Reseller,” means you as the reseller participating in this program. “Reseller Site” individually and collectively means your website(s), your services, and/or software applications. “Reseller Program” means the program we manage or control by which participating entities may be given volume discounts for reselling access and use of our Services under their own brand or trademarks to their end user customers (“Clients”)
PLEASE READ THESE TERMS CAREFULLY. BY AGREEING TO SIGN UP FOR A RESELLER ACCOUNT, YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS MAY BE SUPPLEMENTED OR REVISED BY SEOPTIMER FROM TIME TO TIME. YOUR CONTINUED PARTICIPATION IN THE RESELLER PROGRAM CONSTITUTES CONSIDERATION AND YOUR ACCEPTANCE OF THESE SUPPLEMENTAL OR REVISED TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT PARTICIPATE IN THE RESELLER PROGRAM OR OTHERWISE STOP YOUR ACTIVITIES PURSUANT TO THIS AGREEMENT.
- Subject to the terms and conditions of this Agreement, we grant you the non-exclusive and non-transferable right to market, promote, and resell use of the Services to your Clients as part of a value-added solution you create by enrolling SEOptimer accounts on your Client’s behalf through Reseller User’s Page of your account (each a “Client Account”). For clarity, any reference to the resale of the Services or reselling the Services means reselling the right to access and use the Services as provided by SEOptimer and not the actual sale or transfer of any software, technology, or documentation associated with the Services. You are only permitted to resell the Services to Clients who are not current subscribers or previous subscribers of any of the SEOptimer Services
- You are required to enter into a separate agreement with each of your Clients under which you provide a Client with the right to use the Services (“Client Agreement”). Each Client Agreement must include terms and conditions that are at least as protective of SEOptimer and the Services as contained in the SEOptimer Terms. You are solely responsible and liable to SEOptimer for the acts and omissions of your Clients where such acts or omissions would constitute a violation of any of the SEOptimer Terms (“Client Violations”). You will promptly inform us in writing or electronically of any Client Violations of which you become aware. You will use commercially reasonable efforts to monitor and enforce your Client Agreements to the extent any breach thereof by a Client does, or would reasonably be expected to have, an adverse effect on SEOptimer and/or the Services.
- Once a Your Reseller Account is created, you can choose to customize the interface of your Client Accounts with your own logo, interface customizations, trademarks, service marks, and / or product names (“Branding”).
- We will make available to you a non-branded version of the Services that will allow you to insert your Branding elements and modify the look of the Services (e.g., color schemes, formatting, etc.) to create a Reseller-branded version of the Services. Your Branding of the Services must meet the guidelines and restrictions specified below. SEOptimer reserves the right to review and monitor your Branding of the Services and offering of added features and functionality. If we feel that your Branding of the Services or added features and functionality is in any way detrimental, offensive, or damaging to SEOptimer, we may immediately suspend or terminate access and use of the Services.
- You may only use Branding which you own or otherwise have the rights to use in connection with the Services. You will not use the trademarks, service marks, logos, or confusingly similar marks of any third party in connection with your activities under this Agreement.
- You are solely responsible for all issues arising from or relating to your Client Accounts, including those relating to your Client’s access and use of the Services. You, and not SEOptimer, are responsible for billing collection from your Clients, providing assistance with upgrades, and handling cancellations. You, and not SEOptimer, are responsible for fulfilling all contractual obligations to your Client Accounts as set forth in your Client Agreements.
- You must comply with all data privacy laws that apply in connection with this Agreement, your provision of Services, and your Client Agreements, which includes entering into a separate data protection agreement or addendum with Clients to ensure the protection of the rights of data subjects in your processing of their personal data.
- You will be responsible for, and will provide, first-level support to your Clients. This consists of providing your Clients with telephone, email, or web support regarding issues relating to any of the services you are providing, including with respect to the Services.
- SEOptimer are not required to provide support regarding any such Services directly to your Clients. This is done in the interest of not interfering in your client relationship.
- At SEOptimer’s discretion, where it is deemed critical or necessary due to a lapse in Reseller support capabilities or knowledge, SEOptimer may carry out support activities, in the best interest of preserving the end client, whilst taking utmost care to avoid disclosure of SEOptimer as the service provider.
- You may escalate any support issues to our standard support channels. During the Term, we will provide you with the same support resources that we provide subscribers obtaining Services from us.
4. Restricted Activities
Reseller will conduct its business and activities in a manner that promotes a good, positive image and reputation for SEOptimer and the Services. Without limiting the generality of the foregoing, Reseller will not:
- use any inappropriate form of promotional, marketing, or advertising activity for the Services or for any services of Reseller in which the Services are incorporated, which includes use of any misleading hyperlinks and making any false, misleading, or disparaging representations or statements with regard to SEOptimer and the Services;
- engage in any unfair or deceptive trade practice involving the Services;
- participate in any promotion, advertising, marketing, or sale of any imitation of the Services;
- include or provide for in any Reseller Site any page, screen, or social media platform that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities; violates intellectual property rights of third parties; or contains or promotes deceptive information;
- hold yourself out to be an SEOptimer employee or use any SEOptimer Content to mislead potential new Clients into believing you are endorsed or employed by SEOptimer;
- use the string “SEOptimer” for any website domain name;
- use any profane, vulgar, discriminatory, or objectionable words or phrases in domains used in connection with the Services;
- use any accounts for Services obtained at a discount from SEOptimer for your own personal use;
- send spam emails to market and promote the Services;
- directly or indirectly convert or attempt to convert current active SEOptimer subscribers to Reseller Clients without our prior written approval; and
- make or authorize any proposal, representation, warranty, guarantee, or communication relating to the Services that is inconsistent with SEOptimer’s standard terms and policies, or that has not been approved or otherwise authorized by SEOptimer in writing.
5. Pricing and Billing
- In signing up for a Reseller account, you will be required to provide your payment card information and agree to a monthly subscription contract with SEOptimer.
- We currently offer Resellers the following discounts for the Services based on the number of Client Accounts active in a given month:
- 25% off the normal monthly fee for any of our products.
- For volume commitments of 10, 50, 100+ etc we can negotiate higher, bespoke discounts as a separate agreement.
- We will bill your payment card each month for the number of Client Accounts that are active, based on the pricing for the monthly subscription package chosen for each Client Account, as determined by our system records, and the applied discount.
- We have the right to access Reseller’s account from time to time, to the extent necessary for the purposes of support, administration, and invoicing, and to inspect Reseller’s utilization of the Services as to ensure Reseller’s compliance with the provisions of the Agreement.
- You and SEOptimer, will be each responsible for paying any applicable taxes and duties that may be imposed with respect to any compensation or payments we each respectively receive under or in connection with this Agreement.
6. Term, Termination, and Cancellation
- The term of this Agreement (the “Term”) will begin upon your acceptance of this Agreement and will end when terminated. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other at least five days written notice of termination. For clarity and without limiting any of our rights, we can immediately terminate this Agreement and your participation in the Reseller Program for the violation of any of the SEOptimer Terms by you or any of your Clients.
- If either you or we terminate your Reseller account, your Client Accounts will remain active until the end of the then-current subscription period, at which time, they will automatically expire. You will be responsible for the payment of all accrued and unpaid fees for such Client Accounts.
- You are responsible for cancelling any Client Accounts on behalf of your Clients in accordance with our cancellation policy provided in our Terms of Service.
7. Transfer of Accounts
Under certain circumstances as determined by SEOptimer, ownership and responsibility of Client
Accounts may be transferred. These circumstances may include, but are not limited to:
- In the event of any request of a current SEOptimer subscriber to be transferred into a reseller account’s ownership: We must receive a written request directly from (i) the reseller and (ii) the end user of the Client Account. The receipt of both requests will be treated as approval for the transfer from both the reseller and end user. We will then determine if the transfer is approved and, if so, conduct the transfer to that reseller account. SEOptimer reserves the right to restrict transfers at its sole discretion.
- In the event of a request from a reseller to transfer ownership of a Client Account from another reseller account to their own: SEOptimer will make reasonable efforts to contact all parties for verification and decide whether or not to transfer the account. This type of transfer will usually occur when the end user has a compelling need or service issue that is not being met by the original reseller.
8. Representations and Warranties
Each of us hereby represents and warrants to the other that:
- it has full power and authority to enter into this Agreement and to perform its obligations hereunder;
- it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under or activities pursuant to this Agreement; and
- it will perform its obligations in compliance with all laws, rules, and regulations applicable to its activities pursuant to this Agreement.
9. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
- SEOptimer will remain solely responsible for the operation of the SEOptimer website and Services, and you will remain solely responsible for the operation of the Reseller Site and the activities of your Clients with respect to the Services. Each party acknowledges that (i) their respective sites may be subject to temporary downtime due to causes beyond their reasonable control, and (ii) it retains sole right and control over the programming, content, and conduct of transactions over its respective site or service.
- EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, THE SERVICES, AND RESELLER PROGRAM ARE PROVIDED “AS IS,” AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SEOPTIMER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR THROUGH COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR ANY WARRANTY REGARDING (I) THE AMOUNT OF FEES A RESELLER MAY GENERATE DURING THE TERM, (II) RESELLER’S CONTINUED PARTICIPATION IN THE RESELLER PROGRAM, AND (III) ANY ECONOMIC OR OTHER BENEFIT THAT RESELLER MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THE RESELLER PROGRAM.
- UNDER NO CIRCUMSTANCES WILL SEOPTIMER BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY CLAIMS FOR LOST PROFITS, LOST BUSINESS, OR LOST DATA) ARISING OUT OF THIS AGREEMENT, EVEN IF SEOPTIMER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. SEOPTIMER’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER CAUSE OF ACTION WILL NOT EXCEED THE AMOUNTS COLLECTED FROM RESELLER UNDER THIS AGREEMENT IN THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
You will indemnify, defend, and hold harmless SEOptimer and our affiliates, directors, officers, employees, and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) relating to (a) the operation of any Reseller Site;
(b) a breach of your obligations under this Agreement, including Sections 2(b), 3(a), and 3(b); (c) any Client Violations; or (d) the violation of any third party intellectual property rights in respect of your Reseller Site and activities under this Agreement.
11. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with SEOptimer and limits the manner in which you can seek relief from us.
- Except for small claims disputes in which you or SEOptimer seek to bring an individual action in small claims court, you and SEOptimer waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement resolved in court. Instead, all disputes arising out of or relating to this Agreement will be resolved through confidential binding arbitration
- YOU AND SEOPTIMER AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT IS PERSONAL TO YOU AND SEOPTIMER AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.
- Any claim arising out of or related to this Agreement must be filed within one year after the date of the event giving rise to the claim; otherwise, you and SEOptimer no longer have the right to assert the claim.
12. General Provisions
- You and SEOptimer are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture, or employment relationship between you and us.
- Neither you or we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.
- This Agreement has been made in and shall be construed and enforced in accordance with the laws of the Hong Kong Special Administrative Region, without reference to its conflict of laws provisions.
- You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
- The failure of either you or SEOptimer to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.
- This Agreement represents the entire agreement between you and us with respect to the subject matter covered by this Agreement and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.
- If any provision of this Agreement is determined to be invalid, unlawful, void, or unenforceable to any extent, such provision will be interpreted to best reflect the parties’ intent, and the remainder of this Agreement will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law.