Reseller & Partner Agreement

Last updated: July 9, 2026

This Reseller & Partner Agreement ("Agreement") outlines the terms and conditions under which authorized third parties ("Partners" or "Resellers") may market, promote, resell, or distribute the products and services of TerminalStreet LLC ("TerminalStreet," "we," "us," or "our"). This Agreement forms the basis of the business relationship between TerminalStreet and its Partners.

1. Partnership Types and Eligibility

1.1 Partnership Categories

TerminalStreet offers several partnership models to accommodate various business objectives:

• Authorized Reseller: Partners who purchase our products/services and resell them to end customers
• Referral Partner: Partners who refer clients to TerminalStreet and receive compensation for qualified referrals
• Solution Partner: Partners who integrate TerminalStreet services into their own offerings or solutions
• Technology Partner: Companies who develop complementary technologies that integrate with our platform
• Strategic Alliance Partner: Companies with whom we collaborate on joint solutions, marketing, and business development

1.2 Eligibility Requirements

To qualify as a TerminalStreet Partner, applicants must:

• Have an established business with appropriate licenses and registrations
• Demonstrate technical competency relevant to TerminalStreet products/services
• Maintain strong customer service capabilities and business reputation
• Complete required training and certification programs (if applicable)
• Comply with all applicable laws, regulations, and industry standards
• Meet minimum sales or referral targets (for certain partnership levels)

1.3 Application Process

To apply for partnership status:

1. Submit a completed Partner Application via our online portal
2. Provide required business documentation and references
3. Participate in an evaluation interview with our Partner Management team
4. Complete any required training or certification programs
5. Execute the appropriate Partner Agreement

TerminalStreet reserves the right to accept or reject partnership applications at our sole discretion.

2. Appointment and Authorization

2.1 Appointment

Upon execution of a specific Partner Agreement, TerminalStreet appoints the Partner as an authorized representative with rights to market, promote, and/or resell specified TerminalStreet products and services in accordance with the terms and conditions of this Agreement and the specific Partner Agreement.

2.2 Nature of Relationship

The relationship established under this Agreement is that of independent contractors. Nothing in this Agreement creates any agency, joint venture, partnership, or franchise relationship. Neither party has the authority to bind the other or to incur any obligation on behalf of the other.

2.3 Territory and Exclusivity

Unless explicitly stated in your specific Partner Agreement:

• Partnerships are non-exclusive; TerminalStreet reserves the right to appoint additional Partners and/or sell directly in any territory
• Territory restrictions (if any) will be defined in your specific Partner Agreement
• Partners may only promote and sell in territories where they have legal authorization to operate and where TerminalStreet services are permitted to be offered

3. Products and Services

3.1 Authorized Offerings

Partners are authorized to market, promote, and/or resell only those TerminalStreet products and services that are:

• Specifically listed in their Partner Agreement
• Released and current versions (unless specifically authorized to offer legacy products)
• Compliant with all applicable laws and regulations in the Partner's operating territory

3.2 Product Updates and EOL

TerminalStreet will use commercially reasonable efforts to:

• Provide Partners with advance notice of new releases and updates
• Inform Partners of product/service end-of-life (EOL) schedules
• Support the transition of customers from discontinued products to replacement offerings

Partners must cease marketing and selling products that have reached EOL status according to the timeline provided by TerminalStreet.

3.3 Service Level Commitments

TerminalStreet provides service level commitments directly to end customers as outlined in our Service Level Agreement (SLA). Partners must:

• Not make service level promises that exceed those offered by TerminalStreet
• Clearly communicate to customers that service levels are provided by TerminalStreet, not the Partner (unless the Partner offers supplementary services)
• Refer customers to the TerminalStreet SLA for definitive service level information

4. Partner Responsibilities

4.1 Marketing and Promotion

Partners are responsible for:

• Marketing and promoting TerminalStreet products/services in a manner consistent with our brand guidelines
• Ensuring all promotional materials accurately represent our offerings and capabilities
• Submitting marketing materials that reference TerminalStreet for review and approval prior to publication
• Maintaining compliance with all applicable marketing, advertising, and consumer protection laws
• Clearly distinguishing any Partner-provided services from TerminalStreet services

4.2 Sales and Customer Relationships

Partners must:

• Actively promote and sell TerminalStreet offerings to appropriate customer prospects
• Provide accurate and complete information to customers about TerminalStreet products/services
• Disclose the full terms and conditions of TerminalStreet's services to customers
• Ensure customers accept TerminalStreet's End User License Agreement (EULA) and Terms of Service
• Maintain ethical sales practices and comply with all applicable consumer protection laws
• Report sales activities and pipeline information as specified in the Partner Agreement

4.3 Technical Competency

Partners are expected to:

• Maintain sufficient technical knowledge about TerminalStreet products/services
• Complete required training and certification programs
• Keep technical staff current on product updates and new features
• Provide first-level support to customers when specified in the Partner Agreement
• Escalate technical issues appropriately to TerminalStreet support

4.4 Compliance Requirements

Partners must comply with:

• All applicable laws and regulations in territories where they operate
• TerminalStreet's Export Control & Trade Compliance Policy
• Data protection and privacy laws, including obtaining necessary consents for data sharing
• Anti-corruption laws and ethical business practices
• Industry-specific regulations relevant to the products/services (e.g., financial services regulations, healthcare regulations)
• TerminalStreet's security requirements and practices

5. TerminalStreet Responsibilities

5.1 Partner Support

TerminalStreet will provide:

• Partner-specific support channels and resources
• Access to a Partner Portal with sales tools, technical resources, and training materials
• Partner Manager assignment based on partnership tier
• Regular product and service updates
• Technical support as defined in the specific Partner Agreement

5.2 Training and Enablement

TerminalStreet will provide:

• Product and sales training programs
• Technical documentation and implementation guides
• Certification programs for Partner staff
• Webinars and knowledge updates on new features and best practices
• Sales enablement materials and templates

5.3 Marketing Support

TerminalStreet will provide:

• Marketing materials and templates
• Partner logo and branding guidelines
• Co-marketing opportunities based on partnership tier
• Partner listing on the TerminalStreet website (for eligible tiers)
• Access to case studies and customer success stories

6. Ordering and Financial Terms

6.1 Pricing and Discounts

The specific pricing structure, discount levels, and revenue share arrangements will be defined in your Partner Agreement. Generally:

• Partner discounts are based on partnership tier and sales volume
• Pricing is subject to change with notice as specified in the Partner Agreement
• Special pricing for large opportunities may be available upon request
• Partners must maintain confidentiality regarding discount structures

6.2 Ordering Process

The process for submitting orders will be specified in your Partner Agreement and may include:

• Order submission through a Partner Portal
• Required information for customer registration
• Order review and approval processes
• License key or access provisioning procedures

6.3 Payment Terms

Payment terms will be specified in your Partner Agreement and may include:

• Invoice payment timeframes (typically 30 days)
• Accepted payment methods
• Currency specifications
• Late payment consequences
• Tax responsibilities

6.4 Referral Fees and Commissions

For Referral Partners:

• Commission rates and calculation methods will be defined in your Partner Agreement
• Criteria for qualified referrals
• Payment schedule and reporting
• Commission term (one-time vs. recurring)

7. Intellectual Property and Branding

7.1 License to Use TerminalStreet IP

During the term of the Agreement, TerminalStreet grants Partners a limited, non-exclusive, non-transferable license to use TerminalStreet trademarks, logos, and marketing materials solely for the purpose of marketing and promoting TerminalStreet products and services in accordance with our brand guidelines.

7.2 Brand Guidelines

Partners must:

• Adhere to TerminalStreet's brand guidelines when using our marks
• Not alter, animate, or modify TerminalStreet logos or trademarks
• Not register domain names containing TerminalStreet trademarks
• Not use TerminalStreet trademarks in a misleading or disparaging manner
• Include appropriate trademark notices when using TerminalStreet marks

7.3 Ownership of IP

The Partner acknowledges that:

• TerminalStreet retains all rights, title, and interest in its products, services, and intellectual property
• No ownership rights in TerminalStreet IP are transferred under this Agreement
• Any customizations, modifications, or enhancements to TerminalStreet products developed by TerminalStreet remain the property of TerminalStreet
• Partner retains ownership of its own independently developed intellectual property

7.4 White Labeling (If Applicable)

Some partnership tiers may include white labeling options. If authorized in your specific Partner Agreement:

• Specific terms and conditions for white labeling will be detailed
• Required attributions and notices will be specified
• Limitations on modifications to white-labeled products will be outlined
• Additional fees or requirements may apply

8. Confidentiality and Data Protection

8.1 Confidentiality Obligations

Both parties agree to:

• Maintain the confidentiality of non-public information disclosed during the partnership
• Use confidential information only for purposes related to the partnership
• Implement reasonable security measures to protect confidential information
• Limit access to confidential information to those with a need to know
• Return or destroy confidential information upon termination of the partnership

8.2 Data Protection and Privacy

Both parties must:

• Comply with applicable data protection and privacy laws
• Process personal data only as specified in this Agreement and applicable Data Processing Agreements
• Implement appropriate technical and organizational security measures
• Promptly notify the other party of any data breach affecting shared data
• Obtain necessary consents for data collection and sharing
• Honor data subject rights requests as required by law

8.3 Customer Data

With respect to customer data:

• TerminalStreet remains the data processor for end-customer data related to its services
• Partners must ensure customers agree to TerminalStreet's privacy policy
• Partners may not access customer data except as explicitly authorized
• Data sharing between Partner and TerminalStreet must be conducted in compliance with applicable privacy laws
• Additional data protection terms may be specified in a Data Processing Addendum

9. Term and Termination

9.1 Term

The initial term of the partnership will be specified in your Partner Agreement, typically one year, with provisions for renewal.

9.2 Termination Rights

The partnership may be terminated:

• By either party without cause with notice (typically 30-90 days) as specified in the Partner Agreement
• By either party for material breach if not cured within the specified remedy period
• By TerminalStreet immediately for Partner violation of compliance requirements, intellectual property rights, or confidentiality obligations
• By either party in the event of insolvency, bankruptcy, or similar proceedings of the other party
• As otherwise specified in the Partner Agreement

9.3 Effect of Termination

Upon termination:

• Partner must cease representing itself as a TerminalStreet Partner
• Partner must cease marketing, promoting, and selling TerminalStreet products and services
• Both parties must return or destroy confidential information
• Partner must remove all TerminalStreet trademarks and branding from their materials
• Outstanding payments will be processed according to the terms of the Partner Agreement
• Transition of customer accounts will be handled as specified in the Partner Agreement

9.4 Surviving Provisions

The following provisions survive termination:

• Confidentiality obligations
• Intellectual property rights
• Indemnification obligations
• Payment obligations
• Customer transition provisions
• Dispute resolution provisions

10. General Legal Terms

10.1 Indemnification

Indemnification obligations will be specified in your Partner Agreement, typically including:

• Partner indemnification of TerminalStreet for claims arising from Partner's actions
• TerminalStreet indemnification of Partner for intellectual property infringement claims
• Procedures for handling indemnified claims
• Limitations and exclusions

10.2 Limitation of Liability

Limitations of liability will be specified in your Partner Agreement, typically including:

• Exclusion of indirect, special, and consequential damages
• Caps on liability for direct damages
• Exceptions to limitations (e.g., indemnification, confidentiality breaches)

10.3 Governing Law and Dispute Resolution

Your Partner Agreement will specify:

• The governing law (typically Wyoming state law)
• Dispute resolution mechanisms (typically negotiation, mediation, and arbitration)
• Venue for legal proceedings

10.4 Force Majeure

Neither party shall be liable for failure or delay due to causes beyond their reasonable control, including:

• Natural disasters
• Pandemic or public health emergency
• Acts of war, terrorism, or civil unrest
• Government actions or restrictions
• Widespread telecommunications or power failures

10.5 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.

10.6 Amendments

Any modifications to this Agreement must be in writing and signed by authorized representatives of both parties, except as otherwise specified in your Partner Agreement.

11. Contact Information

For inquiries about our Partner Program or to request a specific Partner Agreement, please contact:

[email protected]