Terms of Service

ResellerOS provides Services during subscription terms. Customer purchases are neither contingent on future functionality nor dependent on any public statements about features not yet released.

Services are purchased on a per-user basis. Additional subscriptions are prorated. Subscriptions are non-transferable but may be reassigned to replacement users.

Customer may request additional services via an executed Statement of Work, including descriptions, milestones, fees, and timelines.

We will use commercially reasonable efforts to provide 24/7 availability of the Services, excluding planned downtime or circumstances beyond our reasonable control. We will comply with all applicable laws.

• Ensure User compliance with this Agreement
• Bear responsibility for Customer Data accuracy and legality
• Prevent unauthorized access and notify ResellerOS promptly of any breach
• Use Services per Documentation and applicable law
• Restrict access to authorized Users only

Services may include storage and API call limits as specified in your Order Form.

Customer pays fees specified in Order Forms and Statements of Work and reimburses ResellerOS’s actual, pre-approved travel costs. Fees are non-cancellable, non-refundable, and based on purchases, not actual usage. User subscriptions may not decrease during subscription terms.

Invoices are due within thirty (30) days of issuance unless otherwise specified. No recoupment or set-offs are permitted.

Late fees accrue interest at 1.5% per month (or the maximum legal rate). ResellerOS may accelerate payment obligations if an account is 30 or more days overdue and may suspend Services until payment is received. Customer pays all collection costs including reasonable attorney fees.

ResellerOS may not enforce late-payment penalties if charges are under reasonable, good-faith dispute and Customer cooperates diligently to resolve the dispute.

Customer is responsible for all applicable taxes unless ResellerOS has a legal obligation to collect them. Exemption certificates must be provided prior to invoicing.

ResellerOS may periodically inspect Customer’s records to verify compliance. Underpayments must be corrected with interest.

ResellerOS retains all rights not expressly granted. All improvements, modifications, derivative works, and innovations — including those arising from Customer feedback or suggestions — remain owned by ResellerOS.

Customer shall not:

• Permit third-party access beyond authorized Users
• Modify, reverse engineer, decompile, or create derivative works from the Services
• Remove any proprietary notices
• Use the Services to compete with ResellerOS
• Resell, rent, or lease access to the Services
• Store unlawful, libelous, or infringing material
• Transmit Malicious Code
• Disrupt Service integrity or performance
• Attempt unauthorized access to the Services

Customer owns all Customer Data and grants ResellerOS a non-exclusive, non-transferable license to use such data solely to provide the Services. ResellerOS may use aggregated, anonymized statistical data for internal purposes.

Government entities receive customary commercial licenses consistent with FAR and DFAR standards.

Confidential Information excludes information that is publicly available, previously known to the receiving party, independently developed, or received from a third party without restriction.

Each party will protect the other’s Confidential Information with the same degree of care it uses for its own (minimum: reasonable care), and will limit access to employees who need it under confidentiality obligations.

A party may disclose Confidential Information if legally required, provided it gives prior written notice (where legally permitted) and reasonable cooperation if the disclosing party wishes to contest the requirement.

ResellerOS warrants that the Services will perform materially in accordance with the Documentation, that Service functionality will not materially decrease during subscription terms, and that Customer Data will be used only as permitted by this Agreement.

Customer warrants that it owns or has sufficient rights to Customer Data, has necessary authorizations for ResellerOS to provide the Services, and has no pending litigation that would impair its obligations hereunder.

Both parties warrant that they have full authority to enter this Agreement, will comply with applicable laws, and will not transmit Malicious Code.

Except as expressly set forth herein, ResellerOS makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

ResellerOS will indemnify Customer against third-party claims that the Services infringe intellectual property rights, that ResellerOS misused Customer Data, or that ResellerOS violated applicable law — subject to Customer providing prompt notice and reasonable cooperation.

Customer will indemnify ResellerOS against third-party claims arising from Customer Data, unauthorized use of the Services, or Customer’s violation of applicable law.

This Agreement continues until all User subscriptions have expired or been terminated.

Subscriptions commence per the Order Form and continue for specified terms. Renewals are priced at the prior term’s rate unless 60 days’ notice is given; increases are capped at 10% unless otherwise noted.

Either party may terminate with 30 days’ written notice of an uncured material breach, or immediately upon the other party’s bankruptcy or insolvency.

Within 30 days of expiration or termination, ResellerOS will make Customer Data available for download if all fees have been paid. After 30 days, ResellerOS may delete Customer Data.

Both parties comply with U.S. export laws. Customer confirms that no User will access the Services in violation of U.S. embargoes.

The parties are independent contractors. No partnership, agency, or joint venture is created by this Agreement.

ResellerOS is excused from performance delays caused by compliance with law, acts of God, fire, strikes, embargoes, terrorism, war, or other circumstances beyond reasonable control.

Neither party may assign this Agreement without written consent, except to affiliates or in connection with a merger or asset sale. Unauthorized assignments are void.

This Agreement, together with all exhibits and Order Forms, constitutes the entire agreement between the parties and supersedes all prior understandings. ResellerOS may modify these terms via notice through the Services or by email; continued use constitutes acceptance.