1. Model and scope
This Agreement governs the offering of CM Apps products (the “Products”) to end customers by [PARTNER LEGAL NAME] (the “Partner”) within the scope of Annex 1, (a) under the Partner’s own brand (“White-label”) and/or (b) by resale under the CM Apps brand (“Reseller”). White-label eligibility and technical limits are specified per Product in Annex 1; this Agreement does not automatically grant white-label rights for all Products.
2. Territory and exclusivity
The Partner operates in the territory and sector specified in Annex 1. Exclusivity is granted only if expressly stated in writing and subject to the minimum sales targets in Annex 1; if the targets are not met for two consecutive periods, exclusivity reverts to non-exclusive status.
3. Brand customization
In the white-label model, the interface is presented with the Partner’s logo, colors and domain name. The scope of customization (login screen, email templates, mobile app store listings, etc.) and the one-time setup fee are set out in Annex 1. CM Apps [reserves / does not reserve] the right to display a “Powered by” notice within the Product.
4. Pricing, commission and payment
CM Apps applies the wholesale price list in Annex 2 to the Partner; the Partner sets the end-customer price freely. Alternatively, in the commission model, CM Apps pays the Partner [__%] of the amount collected from the end customer. Invoicing is monthly; the payment term is [30] days. Currency and taxes are subject to the rules in the Master Services Agreement.
5. End-customer agreements
The Partner enters into written agreements with end customers that include at least the protections in CM Apps’ Terms of Service, Acceptable Use Policy and DPA. CM Apps has no direct liability toward the end customer; however, with respect to end-customer data, CM Apps acts as sub-processor and the Partner acts as data processor or data controller, and a DPA is signed between the parties.
6. Support tiers
First-level support (user questions, basic troubleshooting) is provided by the Partner; second- and third-level support (product defects, infrastructure) is provided by CM Apps within the times set out in the Service Level Agreement. Product training is provided to Partner staff [2 times per year].
7. Brand and intellectual property
All rights in the Product remain with CM Apps; the Partner is granted only a limited right to use the brand for marketing and sales during the term of the Agreement. The Partner may not present the Product as its own development, use it to develop a competing product or register CM Apps’ trademarks. The white-label brand belongs to the Partner.
8. Compliance, sanctions and competition
The Partner complies with sanctions, export control, anti-bribery and competition legislation and does not sell to prohibited territories. Provisions relating to the determination of resale prices are interpreted in accordance with applicable competition law.
9. Term and expiry
The Agreement has a term of [2] years; it may be left unrenewed with [90] days’ notice. Upon expiry: new sales cease; existing end-customer subscriptions are transferred to CM Apps or another partner, or phased out, under a transition plan agreed by the parties not exceeding [12] months. End-customer data is returned in accordance with the DPA.
Annex 1: Products, territory, customization scope
[Product name]: white-label: [yes/no]; territory: [__]; minimum target: [__]; setup fee: [__].
Annex 2: Wholesale price list and commission
[Plan]: list price; partner price; commission rate. Prices may be updated annually with [__] days’ prior notice.