Reseller Agreement — Final Version
This is the finalized, attorney-reviewed Reseller Agreement and Hold Harmless for Grant Search US, Inc. Download the Word document below to review or retain a copy before signing.
RESELLER AGREEMENT AND HOLD HARMLESS
Grant Search US, Inc.
Version 2026-07-15
PARTIES
This Reseller Agreement and Hold Harmless ("Agreement") is entered into between Grant Search US, Inc., a California S corporation incorporated July 7, 2026 ("Grant Search US," "Company," "we," or "us"), and the individual or entity executing this Agreement ("Reseller," "you," or "your"). This Agreement is effective as of the date of electronic signature by the Reseller ("Effective Date").
1. RECITALS
1.1 Grant Search US operates a software platform that provides grant search, grant matching, grant application management, and related tools (the "Platform").
1.2 Reseller desires to resell access to the Platform and related services to its own clients under a white-label or co-branded arrangement, and Grant Search US is willing to provide wholesale access to the Platform subject to the terms and conditions of this Agreement.
1.3 The parties intend that Reseller shall act as an independent contractor and not as an agent, employee, or legal representative of Grant Search US.
2. INDEPENDENT CONTRACTOR STATUS
2.1 Reseller is and shall at all times remain an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, agency, or fiduciary relationship between the parties.
2.2 Reseller has no authority to bind Grant Search US to any contract, obligation, or commitment, and shall not represent to any third party that Reseller has such authority.
2.3 Reseller is solely responsible for all of its own business expenses, including but not limited to taxes, licenses, insurance, office space, equipment, and employee compensation.
2.4 Reseller's clients are the clients of Reseller, not of Grant Search US. Grant Search US has no obligation to provide services directly to Reseller's clients except through the Platform as made available to Reseller under this Agreement.
3. HOLD HARMLESS AND INDEMNIFICATION
3.1 Hold Harmless. Reseller shall hold harmless, defend, and indemnify Grant Search US, its owners, members, managers, officers, directors, board members, employees, agents, contractors, affiliates, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, lawsuits, damages, losses, liabilities, settlements, judgments, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") arising out of or relating to:
(a) Reseller's provision of services to its clients, including but not limited to grant writing, grant consulting, application preparation, and any advice or recommendations provided by Reseller;
(b) Any act, omission, negligence, or willful misconduct by Reseller, its employees, agents, or subcontractors;
(c) Any dispute between Reseller and its clients, including but not limited to disputes over fees,服务质量, outcomes, or breach of contract;
(d) Reseller's breach of this Agreement or any representation or warranty made herein;
(e) Reseller's violation of any applicable law, rule, or regulation, including but not limited to consumer protection laws, advertising laws, and data privacy regulations;
(f) Any claim that Reseller's services or materials infringe or misappropriate the intellectual property rights of any third party; and
(g) Reseller's handling, storage, or processing of client data, including any data breach or unauthorized access to client information accessed through the Platform.
3.2 No Guarantee of Grant Funding. Reseller acknowledges and agrees that Grant Search US does not guarantee that any grant application prepared using the Platform will be funded. Reseller shall not make any guarantee or representation to its clients regarding the likelihood of grant funding, and any such guarantee made by Reseller shall be the sole responsibility of Reseller.
3.3 No Vicarious Liability. Grant Search US shall not be liable for any act, omission, or representation made by Reseller to its clients or to any third party. Reseller assumes full and exclusive responsibility for all interactions with its clients.
3.4 Defense of Claims. Upon written notice from Grant Search US, Reseller shall, at its own expense, defend (or settle) any Claim subject to indemnification under this Section. Grant Search US shall have the right, but not the obligation, to participate in the defense of any such Claim with counsel of its own choosing at its own expense.
4. INSURANCE REQUIREMENTS
4.1 Reseller shall, at its own expense, maintain throughout the term of this Agreement the following insurance coverage with insurers reasonably acceptable to Grant Search US:
(a) Professional Liability / Errors and Omissions (E&O) Insurance with a minimum coverage limit of $1,000,000 per claim and $2,000,000 in the aggregate, covering the services provided by Reseller to its clients;
(b) Commercial General Liability Insurance with a minimum coverage limit of $1,000,000 per occurrence and $2,000,000 in the aggregate, including coverage for bodily injury, property damage, and personal and advertising injury;
(c) Cyber Liability Insurance with a minimum coverage limit of $1,000,000 per claim, covering data breaches, cyber incidents, and privacy violations; and
(d) Workers' Compensation Insurance as required by applicable state law.
4.2 Additional Insured. All insurance policies required under this Section shall name Grant Search US, Inc., its owners, officers, directors, and employees as additional insureds on a primary and non-contributory basis.
4.3 Certificate of Insurance. Reseller shall provide a Certificate of Insurance evidencing the required coverage prior to activation of its reseller account and shall provide renewed certificates at least thirty (30) days prior to the expiration of any policy. Grant Search US reserves the right to suspend or terminate Reseller's access to the Platform if insurance coverage lapses.
4.4 Waiver of Subrogation. Reseller's insurance policies shall include a waiver of subrogation in favor of Grant Search US.
5. DATA HANDLING AND PRIVACY
5.1 Reseller acknowledges that through the Platform, Reseller and its clients may process personal and sensitive information, including but not limited to organizational data, financial information, and grant application materials.
5.2 Reseller shall comply with all applicable data protection and privacy laws, including but not limited to the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR), and any other applicable federal, state, or local privacy regulations.
5.3 Reseller is solely responsible for obtaining any necessary consents from its clients regarding the collection, use, and processing of their data through the Platform.
5.4 Reseller shall not use the Platform to store or process any data that is subject to special regulatory requirements (e.g., HIPAA-protected health information) without first notifying Grant Search US and obtaining written consent.
5.5 Reseller shall indemnify and hold harmless the Indemnified Parties from any Claim arising from Reseller's violation of this Section or any applicable data protection law.
6. INTELLECTUAL PROPERTY AND BRANDING
6.1 Grant Search US retains all right, title, and interest in and to the Platform, including all software, trademarks, service marks, trade names, logos, and other intellectual property (collectively, "Grant Search US IP").
6.2 Reseller may use white-label branding to present the Platform to its clients under Reseller's own brand, provided that Reseller does not misrepresent the nature of the Platform or claim ownership of the underlying technology.
6.3 Reseller shall not make any false or misleading advertising claims about the Platform, including but not limited to claims about grant success rates, the accuracy of grant matching, or the likelihood of funding. Reseller shall not represent that Grant Search US endorses or guarantees Reseller's services.
6.4 Reseller shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform.
7. FEES AND BILLING
7.1 Reseller shall pay Grant Search US the wholesale fees associated with the Reseller's selected agency plan and per-client wholesale tiers, as published on the Grant Search US Platform and as may be updated from time to time.
7.2 Reseller is solely responsible for setting its own resale prices and collecting payment from its clients. Grant Search US has no obligation to collect fees from Reseller's clients on Reseller's behalf.
7.3 Reseller shall not engage in any pricing practice that would constitute price-fixing, anti-competitive behavior, or a violation of antitrust laws.
7A. TIER COMPLIANCE AND AI MONITORING
7A.1 Per-Client Metering. Each client workspace is provisioned at a specific wholesale tier (Basic, Pro, or Premium) with corresponding credit allocations, seat limits, and feature access. AI credits, seats, and premium features are metered and enforced on a per-client-workspace basis. Credits allocated to one client workspace may not be transferred to or used for the benefit of another client workspace.
7A.2 AI Monitoring. Grant Search US employs automated artificial intelligence systems to monitor platform usage patterns, including credit consumption, feature usage, and workspace activity, to detect tier arbitrage, credit sharing, or other abusive practices. These systems identify instances where a Reseller uses a higher-tier client workspace's resources (credits, features, or seats) to provide services to a lower-tier client workspace.
7A.3 Prohibited Conduct. Reseller shall not (a) use credits, features, or seats allocated to one client workspace to provide services to another client workspace; (b) attempt to circumvent per-client tier restrictions by copying, transferring, or redirecting AI-generated content, features, or resources across client workspaces; (c) downgrade a client's tier after utilizing higher-tier resources; or (d) engage in any practice designed to obtain higher-tier services at lower-tier wholesale rates.
7A.4 Consequences of Abuse. If Grant Search US's AI monitoring systems identify, or Grant Search US reasonably determines, that Reseller has engaged in conduct prohibited under this Section 7A, Grant Search US may, at its sole discretion and without prior notice: (a) immediately terminate this Agreement and all of Reseller's client workspaces; (b) cancel all active subscriptions (including the agency plan and all per-client wholesale subscriptions) with no refunds; and (c) pursue any other remedies available at law or in equity. Reseller acknowledges that all fees paid are non-refundable in the event of termination for cause under this Section.
7A.5 Enforcement and Escalation. Grant Search US will enforce this Section 7A through a graduated process:
(a) Tier 1 — Automated Warning: Upon first detection of a potential violation, an automated warning is sent to the Reseller with no penalty imposed, but the warning is logged on the Reseller's account.
(b) Tier 2 — Formal Notice: If the violation persists within thirty (30) days of the warning, or if the initial violation is assessed as severe, a formal notice is issued and Grant Search US may retroactively upgrade the affected client workspace(s) to the correct tier and back-bill the Reseller for the wholesale price difference for the period of misuse.
(c) Tier 3 — Suspension: If the violation continues after a formal notice, all client workspaces and dashboard access may be suspended, and the Reseller shall have seven (7) days to remedy by upgrading affected clients to the correct tier and paying any outstanding balance.
(d) Tier 4 — Cancellation: If the violation remains unresolved after suspension, or if the initial violation is egregious, the Reseller's account and all client workspaces may be permanently canceled, all subscriptions terminated, and all fees retained without refund, as provided in Section 7A.4 and Section 8.3(e).
The escalation tier of each Reseller is tracked on the Reseller's agency record. Repeated or severe violations will result in faster escalation through these tiers.
8. TERM AND TERMINATION
8.1 Term. This Agreement shall commence on the Effective Date and shall continue for as long as Reseller maintains an active agency subscription with Grant Search US.
8.2 Termination for Convenience. Either party may terminate this Agreement at any time by providing written notice to the other party. Upon termination, Reseller's access to the Platform shall be discontinued, and Reseller shall remain liable for all obligations accrued prior to termination.
8.3 Termination for Cause. Grant Search US may terminate this Agreement immediately upon written notice if Reseller (a) breaches any material term of this Agreement, (b) fails to maintain required insurance coverage, (c) engages in fraudulent or illegal activity, (d) makes false or misleading claims about the Platform or grant funding, or (e) engages in tier arbitrage or cross-workspace credit abuse as described in Section 7A.
8.4 Survival. The following Sections shall survive termination of this Agreement: Section 3 (Hold Harmless and Indemnification), Section 5 (Data Handling and Privacy), Section 6 (Intellectual Property), and Section 9 (Limitation of Liability).
9. LIMITATION OF LIABILITY
9.1 To the maximum extent permitted by law, Grant Search US shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, arising from or related to this Agreement or the Platform, even if advised of the possibility of such damages.
9.2 Grant Search US's total aggregate liability arising from or related to this Agreement shall not exceed the total fees paid by Reseller to Grant Search US in the three (3) months preceding the event giving rise to the claim.
9.3 The limitations in this Section shall not apply to Grant Search US's gross negligence, willful misconduct, or violations of law.
10. MISCELLANEOUS
10.1 Governing Law. This Agreement shall be governed by the laws of the State of [State], without regard to its conflict of laws provisions.
10.2 Venue. Any dispute arising from this Agreement shall be resolved exclusively in the state or federal courts located in [County, State], and Reseller consents to the personal jurisdiction of such courts.
10.3 Entire Agreement. This Agreement, together with the Grant Search US Terms of Use and Privacy Policy, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.
10.4 Amendment. Grant Search US may amend this Agreement from time to time. Continued use of the Platform following any amendment constitutes Reseller's acceptance of the amended terms.
10.5 Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall continue in full force and effect.
10.6 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
10.7 Counterparts and Electronic Signature. This Agreement may be executed electronically and shall be deemed an original for all purposes. Reseller's electronic signature below constitutes Reseller's legally binding agreement to all terms and conditions herein.
SIGNATURES
Electronic signing becomes available once you've created your reseller account. The signature block uses our E-SIGN Act compliant e-signature system.
Final Reseller Agreement · Version 2026-07-15.