This Software Reseller Agreement ("Agreement") is made and entered into on this ___ day of __________, 20___ (the "Effective Date"), by and between:
Stalwart Labs LLC, a limited liability company organized under the laws of the State of Wyoming, having its principal place of business at: 1309 Coffeen Avenue STE 1200, Sheridan, Wyoming 82801, United States of America (hereinafter referred to as "Stalwart"),
and
________________________, a company organized under the laws of ________________, having its principal place of business at: ________________________________________________ (hereinafter referred to as "Reseller").
Stalwart and Reseller may collectively be referred to as the "Parties" and individually as a "Party."
1.1. "Products" refers to the Stalwart Mail and Collaboration Server Enterprise Edition software, licensed on a subscription basis, including all updates, modifications, and accompanying documentation released during an active subscription term.
1.2. "End Customer" refers to any third party to whom Reseller sells or provisions a subscription to the Products.
1.3. "Master License Agreement" refers to the Stalwart Enterprise License v2.0 (SELv2) Agreement, available at: https://github.com/stalwartlabs/legal/blob/main/LICENSE_AGREEMENT.md, as may be updated from time to time by Stalwart in accordance with its terms.
1.4. "Tier-1 Support" means front-line support consisting of answering End Customer questions about software usage, troubleshooting common issues, handling requests not clearly addressed in the documentation, investigating possible bugs, and performing diagnostic analysis before escalation to Stalwart.
1.5. "Tier-2 Support" means engineering-level support consisting of code-level investigation, confirmed bug resolution, patches, and fixes that require intervention by Stalwart's development team.
1.6. "Confidential Information" refers to any non-public information disclosed by either Party to the other in connection with this Agreement, whether in written, oral, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
1.7. "Stalwart Marks" refers to the Stalwart name, logo, and any associated trademarks, service marks, or trade dress, which are registered in the United States, the European Union, and the United Kingdom.
2.1. Stalwart hereby appoints Reseller as a non-exclusive reseller of subscriptions to the Products, subject to the terms and conditions of this Agreement. Reseller accepts such appointment and agrees to use commercially reasonable efforts to promote and sell the Products.
2.2. This Agreement does not grant Reseller any exclusive rights to sell the Products in any territory or market segment. Reseller may sell the Products globally without territorial restriction, but Stalwart reserves the right to sell the Products directly and to appoint additional resellers without limitation.
2.3. Exclusivity for a specific territory or market segment may be considered and mutually agreed upon in a separate written amendment based on Reseller's demonstrated sales performance.
3.1. The Products are licensed by Stalwart on an annual subscription basis. The current pricing is published at: https://license.stalw.art/buy. Stalwart reserves the right to update pricing at any time; however, pricing changes will not apply to active subscriptions already purchased by Reseller until their renewal date.
3.2. Reseller shall ensure that each End Customer accepts the Master License Agreement prior to or upon delivery of the Products. Reseller shall not deliver License Keys, grant access to the Products, or provision any End Customer account until the End Customer has agreed to the Master License Agreement. Reseller is responsible for maintaining records evidencing each End Customer's acceptance.
3.3. Reseller shall not modify, amend, or waive any terms of the Master License Agreement on behalf of Stalwart. Any End Customer requesting modifications to the Master License Agreement must be referred to Stalwart for direct negotiation.
3.4. Upon non-renewal or expiration of an End Customer's subscription, all Enterprise features will be disabled and the software will revert to the Community Edition, in accordance with the Master License Agreement.
4.1. Stalwart shall provide Reseller with the following discount tiers on the published subscription prices, determined by the support model selected for each End Customer engagement:
Standard Reseller Discount (10%): Applies where Reseller sells the Products and Stalwart provides all end-user support (Tier-1 and Tier-2) directly to the End Customer. Under this model, Reseller's role is limited to sales, billing, and account management.
Support Reseller Discount (20%): Applies where Reseller provides Tier-1 Support directly to its End Customers, and Stalwart provides only Tier-2 Support for escalated issues. To qualify for this discount tier, Reseller must demonstrate the capability and resources to deliver Tier-1 Support in a timely and professional manner.
4.2. The applicable discount tier shall be determined on a per-End-Customer basis and may differ across Reseller's customer portfolio. Reseller shall indicate the selected support model when placing each order.
4.3. Reseller is free to set its own retail pricing to End Customers. The discounts set forth in this Section represent the reduction applied to Stalwart's published prices when invoicing Reseller, and do not restrict or dictate Reseller's retail pricing.
5.1. Where Reseller provides Tier-1 Support (20% discount model):
(a) Reseller shall serve as the first point of contact for all End Customer support inquiries and shall use commercially reasonable efforts to resolve Tier-1 issues in a timely manner.
(b) Reseller shall only escalate issues to Stalwart after performing reasonable diagnostic analysis and determining that the issue requires Tier-2 Support (code-level investigation, bug confirmation, or patch development).
(c) Escalations to Stalwart shall include a detailed description of the issue, steps taken to diagnose, relevant logs or configuration details, and the End Customer's environment information.
(d) Stalwart shall use commercially reasonable efforts to respond to properly escalated Tier-2 issues within a timeframe consistent with the severity of the issue.
5.2. Where Stalwart provides all support (10% discount model):
(a) Stalwart shall provide Tier-1 and Tier-2 support directly to the End Customer, subject to the support terms set forth in the Master License Agreement (including the 150-Mailbox threshold for priority email support).
(b) Reseller shall facilitate communication between Stalwart and the End Customer as reasonably necessary and shall not interfere with Stalwart's support processes.
5.3. Regardless of the support model, Stalwart retains sole responsibility for the release of software updates, patches, and new versions.
6.1. All orders placed by Reseller must be in writing or submitted through a mutually agreed upon ordering system. Each order shall specify the End Customer name, licensed domain, Mailbox count, subscription term, and the applicable support model (10% or 20% discount tier).
6.2. Upon acceptance of an order, Stalwart will issue the appropriate License Keys and provisioning instructions to Reseller for onward delivery to the End Customer, or directly to the End Customer if mutually agreed.
6.3. Reseller is responsible for collecting all payments from End Customers. Reseller shall remit payment to Stalwart, net of the applicable discount, within thirty (30) days of the date of Stalwart's invoice ("Net-30").
6.4. All prices and invoices are denominated in Euros (EUR). Reseller may request to pay in United States Dollars (USD) at the prevailing exchange rate as mutually agreed at the time of invoicing.
6.5. Late payments shall accrue interest at the lesser of one and a half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the due date until payment is received in full.
6.6. In the event Reseller fails to collect payment from an End Customer, Reseller remains fully responsible for payment to Stalwart. Non-payment by an End Customer does not relieve Reseller of its payment obligations under this Agreement.
7.1. All rights, title, and interest in and to the Products, including all intellectual property rights, are and shall remain the exclusive property of Stalwart. Nothing in this Agreement grants Reseller any ownership interest in the Products or any associated intellectual property.
7.2. Reseller shall not alter, obscure, or remove any copyright, trademark, or proprietary rights notices incorporated in the Products.
7.3. Stalwart hereby grants Reseller a non-exclusive, non-transferable, revocable license to use the Stalwart Marks solely in connection with the marketing, promotion, and resale of the Products during the term of this Agreement. The Stalwart Marks are registered trademarks of Stalwart Labs LLC in the United States, the European Union, and the United Kingdom.
7.4. Reseller shall use the Stalwart Marks in accordance with the following guidelines:
(a) The Stalwart Marks shall be displayed accurately and without modification, distortion, or alteration of color, proportion, or design.
(b) Reseller shall not use the Stalwart Marks in any manner that implies a partnership, joint venture, endorsement, or affiliation beyond the reseller relationship established by this Agreement.
(c) Reseller shall not register or attempt to register any trademark, domain name, or social media account that incorporates the Stalwart Marks or any confusingly similar variation.
(d) Stalwart may provide brand guidelines and assets from time to time. Reseller shall comply with any such guidelines upon receipt.
7.5. Upon termination of this Agreement, Reseller shall immediately cease all use of the Stalwart Marks and remove them from all marketing materials, websites, and other media within thirty (30) days.
8.1. To the extent that either Party processes personal data in connection with this Agreement, such processing shall be conducted in accordance with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) where applicable and the California Consumer Privacy Act (CCPA) where applicable.
8.2. Reseller is responsible for ensuring that its End Customers are informed about the data processing practices associated with the Products, including directing them to Stalwart's Privacy Policy.
8.3. Where required by applicable data protection law, the Parties shall enter into a separate Data Processing Agreement ("DPA") governing any personal data processed in connection with this Agreement.
9.1. Each Party shall comply with all applicable export control and sanctions laws, including without limitation the U.S. Export Administration Regulations (EAR) and the regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC).
9.2. Reseller represents and warrants that it will not sell, export, re-export, or transfer the Products to any country, territory, entity, or individual subject to applicable sanctions or export restrictions without the required governmental authorizations.
9.3. Reseller shall screen all End Customers against applicable restricted party lists prior to fulfilling orders and shall maintain records of such screening.
9.4. Each Party represents and warrants that it has not and will not, in connection with this Agreement, directly or indirectly offer, pay, promise to pay, or authorize the payment of any money or anything of value to any government official, political party, or candidate for political office for the purpose of influencing any act or decision, or securing any improper advantage. Each Party shall comply with all applicable anti-corruption and anti-bribery laws, including without limitation the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act 2010.
10.1. In no event will either Party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, arising out of or in connection with this Agreement.
10.2. Stalwart's total aggregate liability to Reseller under this Agreement shall not exceed the total fees paid by Reseller to Stalwart in the twelve (12) months immediately preceding the event giving rise to the claim.
10.3. Each Party shall indemnify, defend, and hold the other harmless from and against any third-party claims, losses, damages, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement or violation of applicable laws by the indemnifying Party.
10.4. Stalwart shall indemnify Reseller from and against any third-party claim that the Products, as provided by Stalwart, infringe or misappropriate any patent, copyright, trademark, or trade secret, subject to the conditions and limitations set forth in Section 11 of the Master License Agreement.
11.1. Each Party agrees to hold the other Party's Confidential Information in strict confidence and not to disclose such information to any third party, except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those contained herein.
11.2. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure.
11.3. The obligations of confidentiality set forth in this Section shall survive the termination or expiration of this Agreement for a period of three (3) years.
12.1. This Agreement shall commence on the Effective Date and shall continue in effect for an initial term of one (1) year. Thereafter, this Agreement shall automatically renew for successive one-year terms unless terminated by either Party in accordance with this Section.
12.2. Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other Party.
12.3. Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach that remains uncured after fifteen (15) days' written notice specifying the breach.
12.4. Upon termination of this Agreement:
(a) Reseller shall immediately cease marketing and selling the Products as an authorized reseller.
(b) All existing End Customer subscriptions sold by Reseller prior to termination shall remain in effect for the remainder of their respective subscription terms. Stalwart shall continue to honor such subscriptions and provide support in accordance with the Master License Agreement.
(c) Reseller shall remit payment for all outstanding invoices within thirty (30) days of the termination date.
(d) Each Party shall return or destroy all Confidential Information of the other Party within thirty (30) days, except as required by applicable law.
(e) Reseller shall cease use of the Stalwart Marks as set forth in Section 7.5.
13.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of laws principles.
13.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall first be attempted to be resolved through good faith negotiation between the Parties for a period of thirty (30) days following written notice of the dispute.
13.3. If the dispute is not resolved through negotiation within the thirty (30) day period, it shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Sheridan, Wyoming, before a single arbitrator. The language of the arbitration shall be English.
13.4. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each Party shall bear its own costs and attorneys' fees in connection with the arbitration, unless the arbitrator determines otherwise.
13.5. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information without first submitting to arbitration.
14.1. Entire Agreement: This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, proposals, negotiations, and communications, whether oral or written.
14.2. Amendments: No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.
14.3. Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets.
14.4. Independent Contractors: The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee relationship, or agency relationship between the Parties. Neither Party has the authority to bind the other or to assume or create any obligation on behalf of the other.
14.5. Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery; (b) upon confirmed transmission by email; or (c) one (1) business day after deposit with a nationally recognized overnight courier service. Notices to Stalwart shall be sent to the address set forth in the preamble of this Agreement and to hello@stalw.art. Notices to Reseller shall be sent to the address set forth in the preamble of this Agreement.
14.6. Severability: If any provision of this Agreement is held to be unenforceable or invalid, such provision shall be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
14.7. Waiver: The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
14.8. Force Majeure: Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, war, terrorism, riots, government actions, or failures of third-party infrastructure. The affected Party shall give prompt notice and use commercially reasonable efforts to mitigate the effects.
14.9. Survival: Sections 1 (Definitions), 7 (Intellectual Property and Branding), 10 (Limitation of Liability and Indemnification), 11 (Confidentiality), 13 (Governing Law and Dispute Resolution), and this Section 14 shall survive the termination or expiration of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Stalwart Labs LLC
By: ____________________________ Name: Title: Date:
____________________________ (Reseller)
By: ____________________________ Name: Title: Date: