SNAP Legal Reseller Program Agreement 

 

This White Label Reseller Program Agreement (this “Agreement”) contains the complete terms and conditions that apply to your participation in SNAP Legal’s White Label Reseller Program for the resale of SNAP Legal’s suite of legal forms (the “Services”) 

 

As used in this Agreement, “we,” “us” or “SNAP Legal” means SNAP Legal, a service wholly owned by Miller IP Law, and “you,” “your” or “Reseller,” means you as the reseller participating in this program. Any legal service provided by SNAP Legal shall be performed by Miller IP Law. “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 resell access and use of our Services under their own brand or trademarks to their end user customers (“Clients”), and which Reseller shares the net profit of listed prices minus any government filing fees, attorney drafting time, or any other non-automated services. Resellers are responsible for running any conflict of interest checks as needed using their own resources.  

 

Please read these terms carefully. By signing 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 snap legal 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. 

 

1. Participation

 

In applying for a Reseller Account, you are agreeing to be bound by these terms and SNAP Legal’s Privacy Policy as set forth below (collectively, the “SNAP Legal Terms”): 

• SNAP Legal stores all Client data  
• SNAP Legal does not sell any Client data 
• SNAP Legal keeps Client data secure and Reseller does not have access to Client data unless specific information is needed for customer service purposes. In such case that Reseller needs to access Client data, Reseller shall be required to submit in writing an information request to SNAP Legal providing the reason why Client data is needed. SNAP Legal may comply with such requests in its sole and absolute discretion. 

 

Once we have approved your enrollment, you become a participant in the Reseller Program and will have access to our Reseller Functionality in your account.  

 

2. Resale

 

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. 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 SNAP Legal and not the actual sale or transfer of any software or technology associated with the Services. SNAP Legal maintains full ownership of the services, software, and Intellectual Property of the Services, and can terminate Reseller’s license at any time for any reason in its absolute and sole discretion.   

 

You are required to enter into an agreement with each of your Clients under which you provide a Client with the right to ongoing use of the Services (“Client Agreement”). Each Client Agreement must include terms and conditions that are at least as protective of SNAP Legal and the Services as contained in the SNAP Legal Terms. You are solely responsible and liable to SNAP Legal for the acts and omissions of your Clients where such acts or omissions would constitute a violation of any of the SNAP Legal 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 SNAP Legal and/or the Services.  

 

Once a Reseller Account is created, you are permitted to embed SNAP Legal’s code into your customized website. You may choose to customize the interface of your website with your own logo, interface customizations, trademarks, service marks, and / or product names (“Branding”); however, SNAP Legal’s embedded content shall remain as provided by SNAP Legal.  

 

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. SNAP Legal 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 SNAP Legal, 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.  

 

3. Usage

 

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. SNAP Legal shall be responsible for all billing and Clients are responsible for making payment to SNAP Legal. Once payment is received, SNAP Legal shall remit 50% of Client’s payment to Reseller minus any expenses relating to government filing fees, attorney drafting time, or any other non-automated services.  You, and not SNAP Legal, 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.  

 
SNAP Legal is 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 SNAP Legal’s discretion, where it is deemed critical or necessary due to a lapse in Reseller support capabilities or knowledge, SNAP Legal may carry out support activities, in the best interest of preserving the end client, whilst taking utmost care to avoid disclosure of SNAP Legal as the service provider.  For certain services that the client may elect attorney review or assistance, SNAP Legal may, at its own discretion, contact the client directly. Furthermore, SNAP Legal will be solely responsible for performing all governmental filings, and all third-party services shall be performed soley by Miller IP Law.  

 

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 clients 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 SNAP Legal 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 SNAP Legal 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 SNAP Legal employee or use any Snap Legal Content to mislead potential new Clients into believing you are endorsed or employed by SNAP Legal;  
• use the string “SNAP Legal” or similar for any website domain name;  

• attempt to register any trademark or service mark similar to or derivative of SNAP Legal 
• 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 SNAP Legal for your own personal use;  
• send spam emails to market and promote the Services (however, Reseller is permitted to send SNAP Legal information as part of a newsletter, direct client communication, or genuine advertisement);  
• directly or indirectly convert or attempt to convert current active SNAP Legal clients 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 SNAP Legal’s standard terms and policies, or that has not been approved or otherwise authorized by SNAP Legal in writing.  

 

5. Paymentand Revenue Sharing 

 

In signing up for a Reseller account, you shall receive 50% of the Client revenue minus any applicable government filing fees, attorney drafting time, or any other non-automated services. Reseller may elect to receive payment by direct deposit or a mailed check. 

 

 

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 SNAP Legal 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. 

 

7. 7. 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.  
•  

8. 8.DisclaimerOf Warranty And Limitation Of Liability 

 

SNAP Legal will remain solely responsible for the operation of the SNAP Legal 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, snap legal 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 snap legal 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 snap legal has been advised of the possibility of any such damages. Snap legal’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.  

 

9. 9. Indemnification

 

You will indemnify, defend, and hold harmless SNAP Legal and our affiliates, directors, officers, employees, and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney`s 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.  

 

10. 10. Dispute Resolution; Binding Arbitration

 

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with SNAP Legal and limits the manner in which you can seek relief from us. 

Except for small claims disputes in which you or SNAP Legal seek to bring an individual action in small claims court, you and SNAP Legal 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 snap legal agree that any dispute arising out of or related to this agreement is personal to you and snap legal 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 SNAP Legal no longer have the right to assert the claim.  

 

11. 1General Provisions

 

You and SNAP Legal 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 Utah, 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 SNAP Legal 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.