PREAMBLE
This White Label Reseller Agreement (the "Agreement") is entered into by and between Jetimpex, Inc. DBA Weblium, a company organized and existing under the laws of the State of Florida (the "Company"), and the participating individual or entity (the "Partner" or "Reseller") enrolling in the Company’s White Label Reseller Program (the "Program").
By applying for, enrolling in, or otherwise participating in the Program, the Partner expressly agrees to be bound by the terms, conditions, and rules set forth in this Agreement. This Agreement is intended to supplement the Company's standard General Terms of Use (the "General Terms"), which the Partner agrees to comply with and which are hereby incorporated into this Agreement by reference.
In the event of any conflict, discrepancy, or inconsistency between the provisions of this Agreement and the General Terms, the provisions of this Agreement shall govern and prevail solely with respect to the Partner's participation in the Program.
Clause 1. Enrollment, Partner Verification and Independent Status
1.1 Application and Approval. To apply for participation in the Program, the Partner must complete and submit the official online registration form accessible on the Company’s website. Submission of an application does not guarantee admission into the Program. The Company evaluates all applications on a case-by-case basis and reserves the absolute right, in its sole and unfettered discretion, to approve, reject, or request further information regarding any application for any reason or no reason. The Partner shall not have any right to participate in the Program or access wholesale terms until the Company has issued explicit, written (including electronic) approval of the Partner’s account.
1.2 Partner Verification, Know-Your-Customer (KYC), and Payout Information. (a) To comply with applicable federal, state, and international anti-money laundering (AML), sanctions, and financial regulations, the Partner must successfully complete the Company’s identity and business verification procedures ("KYC Procedure"). (b) Upon request, the Partner shall promptly furnish the Company with true, accurate, and current documentation, including, without limitation:● Government-issued identification for individual applicants or authorized signatories;● Proof of corporate registration, certificate of good standing, and beneficial ownership documentation for legal entities;● Valid tax documentation (including, as applicable, IRS Form W-9, Form W-8BEN, Form W-8BEN-E, or foreign equivalents); and● Validated and approved payout account details matching the verified Partner identity. (c) Condition Precedent & Enforcement: Successful completion of the KYC Procedure and submission of valid payout details constitute an express condition precedent to the issuance of any payout or commission withdrawal. The Company reserves the right to withhold and freeze all pending commissions and payouts until verification is fully resolved to the Company's satisfaction. (d) Failure to Comply: If the Partner fails, refuses, or delays in providing requested KYC or tax documentation within fourteen (14) calendar days of notice from the Company, or if the Partner provides fraudulent or misleading details, the Company reserves the right to immediately suspend or terminate the Partner’s account and cancel this Agreement.
1.3 Independent Contractor Status and Non-Affiliation. (a) The legal relationship between the Company and the Partner under this Agreement is solely that of independent contractors. Nothing contained in this Agreement shall be construed to create, establish, or imply a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. (b) The Partner is an independent reseller and is not affiliated with the Company. The Partner has no authority, express or implied, to act on behalf of, bind, incur debts for, or make any commitments, representations, or warranties on behalf of the Company. (c) The Partner shall not hold itself out to end users or the public as an affiliate, official representative, branch, subsidiary, or legal agent of the Company, nor state or imply that the Company endorses, guarantees, or sponsors the Partner’s independent business services.
Clause 2. Scope of License, White Label Rights and IP Restrictions
2.1 Annual Program Fee and Program Benefits. Participation in the Program requires the Partner to maintain an active subscription through the payment of an annual participation fee (the "Annual Program Fee"). The specific features, benefits, functionality, and fixed commission rates applicable to qualifying sales under the Program are detailed on the Company’s dedicated reseller website (currently located at agency.weblium.com). The Company reserves the right to modify the Program’s features, benefits, and commission structures from time to time, subject to the modification procedures set forth in this Agreement.
2.2 Scope of White Label License. Subject to the Partner’s continuous compliance with this Agreement and timely payment of the Annual Program Fee, the Company grants the Partner a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to market, offer, and resell subscriptions to the Company’s sitebuilder platform to the Partner’s own end-user clients ("End Users"). The Partner is granted the right to present the platform as a white-label solution under the Partner’s own brand identity, trade name, and trade dress. The Partner retains full discretion to establish its own retail pricing policy for its End Users.
2.3 Intellectual Property and Ownership. The Company exclusively owns and retains all right, title, and interest in and to the sitebuilder platform, hosting infrastructure, source code, underlying technology, databases, APIs, and all related intellectual property rights. No transfer of ownership or intellectual property rights of any kind is made to the Partner under this Agreement.
2.4 Use Restrictions and Brand Protection. The Partner’s rights are strictly limited to the white-label resale of access to the platform as expressly authorized herein. The Partner shall not, directly or indirectly: (a) Use, copy, reproduce, distribute, or publicly display the Company’s original brand names, trademarks, logos, content, or proprietary marketing materials; (b) Attempt to reverse engineer, decompile, disassemble, or create derivative works from the sitebuilder software or infrastructure; (c) Bid on, purchase, or optimize search engine advertising (e.g., Google Ads, Bing Ads) using the Company’s trademarks, domain names, or branded keywords; or (d) Claim any ownership or authorship over the underlying sitebuilder technology.
Clause 3. Confidentiality and Non-Disclosure
3.1 Definition of Confidential Information. During the term of this Agreement, the Partner may be granted access to certain non-public, proprietary, or confidential information belonging to the Company ("Confidential Information"). Confidential Information includes, but is not limited to, platform roadmaps, unreleased features, technical architecture, backend infrastructure details, API documentation, wholesale pricing formulas, commission structures, business metrics, strategic plans, and any other information that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information.
3.2 Non-Disclosure Obligations. The Partner agrees to maintain the Confidential Information in strict confidence and shall not disclose, share, publish, or otherwise make available any Confidential Information to any third party. The Partner shall use the Confidential Information solely to the extent necessary to exercise its rights and fulfill its obligations under this Agreement. The Partner shall protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.
3.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known through no fault or breach of the Partner; (b) was rightfully known to the Partner prior to disclosure by the Company, without an obligation of confidentiality; (c) is independently developed by the Partner without use of or reference to the Company’s Confidential Information; or (d) is rightfully received by the Partner from a third party without restriction on disclosure.
3.4 Compelled Disclosure. If the Partner is compelled by law, regulation, or a valid court order to disclose any Confidential Information, the Partner shall (to the extent legally permitted) provide the Company with prompt written notice of such requirement so that the Company may seek a protective order or other appropriate remedy.
3.5 Survival. The obligations of confidentiality set forth in this Section shall survive the termination or expiration of this Agreement for a period of five (5) years; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, the confidentiality obligations shall survive indefinitely for as long as such information remains a trade secret.
Clause 4. Financial Terms, Commissions, and Payouts
4.1 Merchant of Record and Processing Fees. The Company shall act as the Merchant of Record (MoR) for all transactions involving the Partner's End Users. The Company is solely responsible for processing End User payments, managing recurring billing infrastructure, and absorbing standard third-party payment processing and merchant fees.
4.2 Commission Structure. The Partner shall earn a fixed commission for each qualifying End User subscription plan successfully sold under the Partner’s white-label brand. The fixed commission amounts differ depending on whether the End User purchases a monthly or an annual subscription plan, as detailed on the Program's website.
4.3 Net-30 Validation Hold. To protect against fraud and accommodate immediate cancellation or refund windows, all earned commissions are subject to a mandatory thirty (30) day validation and clearing period (the "Net-30 Hold") calculated from the date the End User's payment successfully clears. Commissions remain classified as "pending" during the Net-30 Hold.
4.4 Payout Threshold and Execution. Upon the expiration of the Net-30 Hold, pending commissions become "cleared funds." Payouts are executed on a regular monthly basis, provided that the Partner has reached a minimum cleared fund threshold of One Hundred U.S. Dollars ($100.00 USD). All payouts will be issued exclusively to the verified payment method placed on file by the Partner during the KYC verification procedure. If the Partner’s cleared balance is below the threshold at the time of the monthly payout cycle, the funds will roll over to the subsequent month until the threshold is met.
4.5 Refunds, Chargebacks, and Account Deductions. The Company retains full financial responsibility for managing end-user refunds and chargebacks. However, any commission previously credited or paid to the Partner that is associated with an End User payment later refunded or successfully charged back will be reversed. The Company will deduct the corresponding commission amount from the Partner’s current or pending account balance. If the Partner’s account balance is zero or insufficient to cover the deduction, the Partner’s account will reflect a negative balance, and the owed amount will be offset and recouped against any future commission earnings.
4.6 Forfeiture of Balance Upon Breach. In the event the Company terminates this Agreement due to a material breach by the Partner (including, but not limited to, fraud, violation of intellectual property restrictions, breach of confidentiality, or excessive chargeback ratios), the Partner shall immediately forfeit any and all accrued, pending, and cleared commission balances. Upon such termination, the Partner's balance shall be wiped out, and the Company shall be fully released from any obligation to render final payouts to the Partner.
Clause 5. Partner Obligations, Support, and End-User Management
5.1 Tier 1 Support (Partner Responsibility). The Partner shall serve as the exclusive first point of contact for its End Users. The Partner is solely responsible for providing prompt, professional, and comprehensive frontline customer service and technical support ("Tier 1 Support"). Tier 1 Support includes, but is not limited to, assisting End Users with account setup, platform navigation, custom domain configuration, and general troubleshooting. The Partner shall provide Tier 1 Support under its own brand and at its own expense.
5.2 Tier 2 Support (Company Responsibility). The Company shall provide backend infrastructure maintenance, platform-level bug fixes, and advanced technical support ("Tier 2 Support"). Tier 2 Support is provided exclusively to the Partner through designated business-to-business support channels. The Company has no obligation to interact with, respond to, or provide direct technical support to the Partner’s End Users. The Partner must diligently triage and attempt to resolve all End User issues before escalating verified technical anomalies to the Company's Tier 2 Support.
5.3 End-User Claims and Dispute Resolution. The Partner is fully responsible for managing and resolving any complaints, claims, or disputes initiated by its End Users. The Partner agrees to handle such matters promptly and in a manner that preserves the reputation and integrity of the underlying platform.
5.4 Company’s Right of Intervention and Arbitration. While the Partner bears primary responsibility for End User disputes, the Company—acting as the Merchant of Record—retains the right, but not the obligation, to intervene in escalated disputes between the Partner and an End User. If an End User contacts the Company directly regarding unresolved complaints, suspected fraud, or billing disputes, the Company reserves the right to unilaterally arbitrate the dispute. The Company’s arbitration decisions, which may include issuing direct refunds to the End User or suspending the End User's account, shall be final, binding, and may result in corresponding deductions from the Partner’s balance pursuant to Section 4.5.
5.5 Mandatory Pass-Through Terms. The Partner is strictly obligated to require all End Users to accept and be bound by an End User Terms of Use agreement. This agreement must, at a minimum, contain the mandatory pass-through provisions and refund policies set forth in Appendix A of this Agreement. The Partner’s failure to legally bind End Users to these pass-through terms constitutes a material breach of this Agreement.
Clause 6. Term, Grace Period, Suspension, and Termination
6.1 Term of Agreement. This Agreement shall commence upon the Company’s explicit approval of the Partner’s enrollment and shall continue in full force and effect indefinitely, provided the Partner maintains an active status by timely paying the applicable Annual Program Fee and strictly complying with these terms (the "Term").
6.2 Voluntary Termination by Partner. The Partner may terminate this Agreement and withdraw from the Program at any time by providing written notice to the Company or by canceling their subscription via the reseller dashboard. Upon voluntary termination, the Partner shall not be entitled to any pro-rata refund of the Annual Program Fee for the unused remainder of the paid period. Following a voluntary termination, the Company shall execute a final payout of the Partner's cleared commission balance, provided such balance meets or exceeds the minimum threshold of One Hundred U.S. Dollars ($100.00 USD). If the Partner's cleared balance is below this threshold at the time of termination, the balance shall be permanently forfeited and wiped.
6.3 Suspension and Termination for Cause. (a) Suspension: The Company reserves the right, in its sole discretion, to immediately suspend the Partner’s account and freeze all payouts upon reasonable suspicion of unfair, fraudulent, or unlawful activity, or any suspected violation of this Agreement. (b) Termination: The Company may immediately terminate this Agreement and the Partner’s participation in the Program without prior notice if the Partner commits a material, obvious, or incurable breach of these terms. In the event of termination for cause, the Partner shall not be entitled to any refund, compensation, or damages, and all pending, accrued, and cleared commission balances shall be immediately forfeited and wiped in accordance with Section 4.6.
6.4 Payment Default and Grace Period. If the Partner fails to pay the Annual Program Fee on the applicable billing renewal date, the Company will grant a five (5) calendar day grace period to cure the payment failure. During this 5-day grace period, the Partner’s account remains active, and commissions on End User sales will continue to accrue. If the Partner fails to remit full payment by the end of the 5th day, the Partner’s account will default on day 6, resulting in the immediate termination of the Partner's active reseller status.
6.5 Destiny of End-User Accounts Post-Termination. Upon the termination or default of the Partner’s account for any reason (including voluntary termination, payment default, or termination for cause), the following transition procedures shall apply to the Partner’s End Users: (a) Continuity and Notification: End User accounts and associated hosted sites will not be automatically deleted. The Company will notify the End Users that the Partner is no longer administering their accounts. (b) Voluntary Transition and Rate Adjustment: End Users will be given the voluntary option to maintain their active sites by transitioning directly to the Company. End Users who elect to stay will be shifted to the Company’s standard global retail pricing rates (as published on the Company’s main website) effective on their next regular billing cycle. (c) Support Assumption: The Company will assume direct responsibility for all customer support for transitioned End Users. (d) Waiver of Claims: The Partner acknowledges and agrees to this transition process and expressly waives any claims against the Company for tortious interference, customer poaching, or loss of prospective economic advantage related to End Users who elect to remain on the platform.
Clause 7. DISCLAIMER OF WARRANTIES
7.1 "As Is" and "As Available" Basis. The sitebuilder platform, hosting infrastructure, reseller dashboard, and all related services are provided by the Company on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, the Company explicitly disclaims all warranties, whether express, implied, statutory, or otherwise, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
7.2 No Guarantee of Uninterrupted Service. The Company does not warrant that the platform will be uninterrupted, error-free, completely secure, or free from viruses or other harmful components. Furthermore, the Company makes no representations or guarantees regarding the potential financial success, sales volume, or End User conversion rates the Partner may achieve through participation in the Program.
Clause 8. Limitation of Liability
8.1 Exclusion of Consequential Damages. Under no circumstances and under no legal theory (whether in contract, tort, negligence, strict liability, or otherwise) shall the Company, its directors, officers, employees, or affiliates be liable to the Partner or any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages. This includes, without limitation, damages for lost profits, lost sales or business, loss of data, business interruption, or loss of goodwill, even if the Company has been advised of the possibility of such damages.
8.2 Liability Cap. To the maximum extent permitted by applicable law, the Company’s total aggregate liability arising out of or related to this Agreement or the Partner's participation in the Program shall be strictly limited to the actual, direct damages incurred by the Partner, not to exceed the total Annual Program Fee actually paid by the Partner to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.
Clause 9. Indemnification
9.1 Partner’s Obligation to Indemnify. The Partner agrees to fully indemnify, defend, and hold harmless the Company, its parent entities, subsidiaries, affiliates, officers, directors, employees, and agents (collectively, the "Indemnified Parties") from and against any and all third-party claims, demands, lawsuits, regulatory actions, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of, related to, or resulting from: (a) The Partner’s marketing, promotion, and resale of the sitebuilder platform; (b) Any claims or disputes initiated by the Partner’s End Users, including but not limited to claims of unfulfilled services, downtime, or billing disputes; (c) Any unauthorized representations, warranties, or guarantees made by the Partner to any End User or third party regarding the Company, the platform, or the Program; (d) The Partner’s material breach of this Agreement, including the failure to pass through the mandatory End User terms; or (e) The Partner’s gross negligence, willful misconduct, or violation of any applicable federal, state, or international law, including data protection, intellectual property, and anti-spam regulations.
9.2 Defense and Control of Claims. The Company shall provide the Partner with prompt written notice of any claim subject to indemnification. The Partner shall assume the defense of such claim at its own expense, using legal counsel reasonably acceptable to the Company. The Company reserves the right, at its own expense, to participate in the defense. The Partner shall not settle any claim that admits liability on the part of the Company or imposes any financial or operational obligation on the Company without the Company’s prior written consent.
Clause 10. Governing Law and Dispute Resolution
10.1 Governing Law. This Agreement, and any disputes directly or indirectly arising out of or relating to it, shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
10.2 Jurisdiction and Venue. Any legal action, suit, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the state or federal courts located within the State of Florida. The Partner hereby irrevocably consents to the personal jurisdiction and venue of such courts and waives any objections based on forum non conveniens.
10.3 Class Action Waiver. The Partner agrees that any claims against the Company must be brought in the Partner’s individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.
Clause 11. MODIFICATIONS AND AMENDMENTS
11.1 Right to Amend. The Company reserves the right, at its sole discretion, to modify, update, or amend the terms of this Agreement, the Program rules, and the commission structures at any time.
11.2 Notice and Acceptance. The Company will provide the Partner with notice of any material changes by posting the updated Agreement on the Company’s website, via a notification in the reseller dashboard, or by sending an email to the address associated with the Partner’s account. Changes will become effective immediately upon posting or notification, unless otherwise stated. The Partner’s continued participation in the Program, including the continued marketing of the sitebuilder or acceptance of commissions following the effective date of such changes, shall constitute the Partner’s binding acceptance of the revised Agreement. If the Partner does not agree to the modifications, the Partner’s sole and exclusive remedy is to voluntarily terminate this Agreement pursuant to Section 6.2.
Clause 12. SEVERABILITY AND MISCELLANEOUS
12.1 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired. The invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving the original legal and economic intent of the parties.
12.2 No Waiver. The failure or delay of the Company to exercise or enforce any right, power, or remedy under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof.
12.3 Assignment. The Partner may not assign, delegate, or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the Company. The Company may freely assign this Agreement without the Partner's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Clause 13. Legal AddressFor correspondence and other purposes, please find below our legal address:JETIMPEX, INC. 525 NE 14 Avenue, Fort Lauderdale, FL 33301 United States
Clause 14. SupportIf you have any further questions about using Weblium Builder-Builder White Label Services, contact our setup experts at moc.muilbew%40troppus or at +1 844-932-5486 or +1 855-932-5486.