Master Reseller Agreement

Master Reseller Agreement

This page contains our Master Reseller Agreement, detailing the key terms and conditions that govern our partnership with reselling partners. This agreement serves as the core contract between your business and ours and is intended to simplify all future collaborative projects by removing the need to revisit or renegotiate standard legal provisions for each engagement. It also provides flexibility for customizing specific business terms (such as compensation arrangements) through attached Exhibits.

You can:
Review the full agreement right here on the page.
Download a PDF copy for your records.
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We recommend reviewing the agreement before signing. If you have any questions, please don’t hesitate to reach out to our team.

Last Updated: September 2025

Master Reseller Agreement

Reseller Information

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Reseller Agreement Date

Reseller Information

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Exhibt A

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Reseller Agreement

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This Agreement is made on between:

Provider: Green Room Technologies, LLC, dba inputidea (GR-II), a Texas limited liability Company, with offices at 311 Bowie Street, Austin, TX.
Reseller: , a , with offices at , .

Reseller and GR-II may be individually referred to as a “Party” or collectively as the “Parties” to this Agreement.

1. Purpose.

1.1.

Provider agrees to supply Reseller with access to its turn-key web site design, development and hosting services (the “Services”) for resale under Reseller’s own brand name or as an element of a total sale to a customer, subject to the terms below.

2. Resale Rights and Obligations.

2.1.

Authorization to Market and Resell. Subject to Reseller’s compliance with this Agreement including payment of applicable fees, GR-II grants Reseller a limited, non-exclusive, non-transferable, non-sublicensable right and license to Market and Resell the Services to its Customers.

2.2.

Branding & Trademark Use. Provider grants Reseller a non-exclusive, non-transferable and non-sublicensable, royalty-free right and license during the term of this Agreement to rebrand the Services under Reseller’s trademarks, trade names, and logos (“Reseller Marks”). Provider also grants Reseller a limited license to use the trademarks and service marks that Provider uses in conjunction with the Services (“GR-II Marks”) solely to Market and Resell the Services under this Agreement.  Reseller shall not Market or Resell the Services using any trademark or service mark other than GR-II Marks; provided, however, Reseller may use its own marks in connection with Marketing and Reselling the Services to the extent such use is not confusing as to GR-II being the ultimate source and provider of the Services.

2.3.

Reseller Obligations. Marketing and Training. Reseller shall: (1) at its own cost Market and Resell the Services to Customers using commercially reasonable efforts; (2) maintain sufficient knowledge of the Services and competitors; (3) conduct business in accordance with applicable law and in accordance with good business practices; and (4) not make any unauthorized representations or warranties. Services are sold as-is. Any modifications require written agreement with Provider.  

2.4.

Provider Obligations. To the extent necessary for Service Provider to provide the Services, Company hereby grants to Service Provider during the Term a limited, non-exclusive, non-transferable (except as provided in Section 10.2), non-sublicensable (except in connection with subcontracting applicable Services) license under all Intellectual Property Rights therein and thereto, to use Company’s relevant Independent Materials to provide the Services to Company, in all cases in strict accordance with the terms set forth in this Agreement.

2.4.

Pricing. Reseller is free to charge Customers whatever fees it deems appropriate.

3. Payment Terms.

3.1.

Provider will invoice Customers directly for Services. Reseller shall be entitled to commissions set forth in Exhibit A. Commissions are deemed earned only upon Provider’s receipt of cleared funds from Customer, and are net of refunds, chargebacks, or uncollectible amounts.

4. Intellectual Property.

4.1.

Provider IP. Provider retains all right, title, and interest in and to the Services, including all software, code, designs, documentation, and related intellectual property (“Provider IP”).

Customer Deliverables. Subject to Customer’s full payment, Provider grants Customer a non-exclusive, non-transferable license to use deliverables solely for internal business purposes, as further described in an applicable statement of work and Provider’s Master Services Agreement.

No Implied Rights. Except as expressly stated, no other licenses or rights are granted.

5. Non-Exclusivity and Independent Relationship

5.1.

Agreement is non-exclusive. Both Parties may enter similar agreements. Each Party is independent; neither may bind the other.

6. Confidentiality.

6.1.

Each Party may receive Confidential Information. Each agrees not to disclose or use Confidential Information outside this Agreement without consent. Disclosure required by law is permitted without notice. Confidentiality obligations survive for five (5) years, and for trade secrets, as long as legally protected.

7. Data Protection and Privacy.

7.1.

Each Party shall comply with all applicable data protection and privacy laws (including without limitation GDPR, CCPA, HIPAA if applicable) as provided in Provider’s standard statement of work. Provider shall maintain commercially reasonable safeguards for Customer data as represented in Provider’s standard statement of work. Reseller shall not collect or disclose Customer data except as necessary to perform under this Agreement and in compliance with law.

Disclaimer of Liability.

8.1.

Each party is responsible for its own operations and compliance. Neither Party shall be liable for the acts of the other.
Limitation of Liability and Indemnification are defined in Sections 8 and 9 in the Master Services Agreement and will apply to this Agreement.

9. Term and Termination.

9.1.

Agreement is effective upon last signature and continues until terminated.

Convenience. Either party may terminate upon 30 days written notice.

For Cause. Either party may terminate immediately if the other party (i) materially breaches and fails to cure within 30 days, (ii) becomes insolvent or bankrupt, or (iii) engages in fraud or illegal acts causing material harm.

Survival. Confidentiality, IP ownership, data protection, indemnification, payment obligations, and dispute resolutions survive termination.

In the event of Termination of this Agreement, Provider will make arrangements directly with Customer for disposition of Services, either continuation, discontinuation or transfer.

10. Dispute Resolution.

10.1.

Any dispute shall be resolved by binding arbitration under AAA rules in Travis County, Texas before a single arbitrator. Each Party bears its own costs; arbitrator fees shared equally. Prevailing Party may recover attorney’s fees. Either Party may seek injunctive relief in court to protect IP or Confidential information.

11. Assignment.

11.1.

Neither Party may assign this Agreement without the other’s consent, except in a merger of sale of substantially all assets, provided the assignee is not a direct competitor. Any unauthorized assignment is void.

11. Miscellaneous.

11.1.

This Agreement is governed by Texas law. It constitutes the entire agreement and supersedes prior understandings. Amendments must be in writing. If a provision is invalid, the rest remain effective. This Agreement is subject to Provider’s MSA and Terms of Use Agreements.

This agreement is subject to the terms and conditions in Provider’s Master Services Agreement.

Exhibit A

Compensation

Reseller Payment. The Provider will invoice the Reseller for services related to Customer projects at the Provider’s standard pricing, . The Reseller is free to determine the pricing charged to the Customer and is solely responsible for invoicing and collecting payment from the Customer. The Reseller’s compensation is the difference between the Provider’s invoice amount and the amount billed to the Customer. All taxes, refunds, chargebacks, and uncollected receivables from the Customer are the sole responsibility of the Reseller.

Payment. The Reseller shall remit payment to the Provider within thirty (30) days of the Provider’s invoice date, regardless of whether payment has been received from the Customer.

Payment Arrangement.
Discount: Payment at a discount of % off standard pricing for the .

Payment Arrangement.
Commission: Payment at a commission of % off standard pricing for the .

Payment Arrangement.

Company

By:
Title:
Date:

Service Provider

GREEN ROOM TECHNOLOGIES DBA INPUTIDEA

By: Kristin Norton
Title: CEO
Date:
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