Legal

Reseller Agreement

Version 1.6. Effective October 22, 2026.

This agreement applies to agencies and other businesses we approve as resellers. Resellers buy from our store under one of two pricing models and resell our work to their own clients under their own brand. We deliver white-label, we do not approach your clients, and either of us can end the arrangement with 30 days’ notice. Everything else about an order works exactly as in our Terms of Use.

1. Who this agreement is between

This Reseller Agreement is between UPMARK, a sole proprietorship owned by Amit Govil, trading as Upmark Labs, place of business 3/3 B, Saket Nagar, Bhopal, Madhya Pradesh 462024, India (“we”, “us”, “our”), and the business we approve as a reseller (“you”, “your”, the “reseller”).

It forms part of our Terms of Use. The Terms of Use apply to every order you place. If this agreement and the Terms of Use conflict on a reseller matter, this agreement applies.

2. Definitions

Term	Meaning
Reseller account	Your store account after we approve your application and give it reseller status.
End client	The business you are buying for, which receives the deliverables.
List price	The price shown on our website for a product, package, add-on or monthly service.
Pricing model	The way you work with us, chosen under section 4: the 10% model or the markup model.
White-label	Delivery without our name, logo or links in the deliverables, as described in section 6.

3. Applying and approval

You apply through the form on our Resellers page.
We decide whether to approve an application at our discretion. We reply by email.
Resellers must be businesses. Our reseller programme is not available to consumers.
Approval gives your existing store account reseller status. You do not need a separate account.

4. Pricing models

You work under one of two pricing models. You cannot combine them.

Model	What you pay us	What you may charge your end client
10% model	Our list price less 10%, applied automatically in the cart	No more than our list price for the same product
Markup model	Our list price	Any price you choose

You choose your model when you complete your reseller profile. It applies to your whole account.
You can switch model in your portal once every 30 days. A switch applies to orders placed after it; it never changes an order you have already placed.
On the 10% model, we may ask to see what you charged your end client for an order. If you charged more than our list price, we may move your account to the markup model and charge you the 10% difference on that order.
The model’s price applies to every product, package, add-on and monthly service in our store. It does not apply to third-party costs, such as ad spend, platform plans or AI usage, which are always paid directly by you or your end client. It does not combine with other offers, and it does not apply to orders placed before your approval.
We may change the 10% for future orders by giving you at least 30 days’ notice by email. A change never affects an order you have already placed.

4A. Quarterly bonus credit

On either pricing model, if the amounts you paid us for reseller orders in a calendar quarter, after refunds, reach US$5,000, US$10,000 or US$25,000, you receive US$150, US$400 or US$1,250 of bonus credit. Only the highest level reached counts.
We work it out 30 days after the quarter ends. Bonus credit comes off your next orders automatically, oldest first, and expires 6 months after it is issued. Credit used on an order that is cancelled or fails is returned to you.
Bonus credit has no cash value, cannot be transferred or paid out, and lapses when this arrangement ends. We may withhold it if it was earned through orders that were later refunded or that breach this agreement. We may change the amounts for future quarters with at least 30 days’ notice by email.

5. Ordering and paying

You place each order yourself through our store, and you pay us for it. You are our customer for every order, even when the work is for an end client.
Each order follows its Scope Card, delivery time, intake rules and post-launch support as set out in the Terms of Use and on the product page.
You set your own resale price and terms with your end client. You are responsible for billing your end client and for any taxes on your resale.
Your obligation to pay us does not depend on whether your end client pays you.

6. White-label delivery

For every order placed through your reseller account, we will:

leave our name, logo and links out of deliverables, reports, handoff recordings and any emails we send on your behalf;
communicate through you, and only contact your end client directly when you ask us to and tell us who to contact; and
keep the identity of your end clients confidential.

Some third-party platforms show who set up an account or made a change. Where a platform does this, we will use access your end client or you provide, so the platform shows your business or your end client wherever the platform allows it.

7. Your responsibilities

You manage the relationship with your end client, including sales, expectations, payment and day-to-day communication.
You make sure we receive the access, materials and approvals the Scope Card requires, on time, as set out in the intake rules.
You make sure your end client has agreed to the work and to the access we need, and that you are allowed to share their data with us.
You must not describe our work in a way that promises more than the Scope Card, such as guaranteed rankings, sales or legal compliance.
You and your end client must follow our Acceptable Use Policy.

8. Personal data

Where we handle personal data for your end client, you act as the processor or controller under your agreement with them, and we act as your processor or sub-processor. Our Data Processing Addendum applies between you and us. You are responsible for having the right agreements in place with your end client.

The client details you keep in your portal, and anything your end client enters through a share link you create, are handled by us on your behalf. You must have your end client’s permission to give us their details.
Share links show an order’s progress, and if you choose, its files and intake form, to anyone who has the link. Send them only to your end client, and turn a link off when it is no longer needed. You are responsible for what happens to a link after you share it.
Team members you invite act on your account under this agreement, and you are responsible for what they do. Remove a team member as soon as they no longer need access.

9. Not approaching your clients

While you are a reseller and for 12 months after your last order, we will not knowingly approach an end client you introduced to us in order to sell them the same kind of work directly. This does not stop us from accepting an order from a business that finds us on its own, or that contacts us without being approached.

10. Confidentiality

Each of us will keep the other’s confidential information private and use it only for this arrangement and the orders under it. This includes your end client list, your resale prices, and any non-public information about our methods. The confidentiality terms in our Terms of Use also apply.

11. Intellectual property

Ownership of deliverables and the licence to use them follow our Terms of Use. You may pass the rights you receive to your end client. You may not present our underlying tools, templates or methods as your own product for resale separately from an order.

12. Ending this arrangement

Either of us can end this arrangement at any time by giving 30 days’ notice by email.
We may end it straight away, or suspend reseller status, if you seriously breach this agreement, the Terms of Use or the Acceptable Use Policy, or if you do not pay an amount that is due.
When this arrangement ends, your account returns to normal list prices. Orders already placed continue under their own terms, and monthly services continue until cancelled as set out in the Terms of Use.
Sections 8, 9, 10 and 11 continue to apply after this arrangement ends.

13. Liability

The warranties, disclaimers and limitation of liability in our Terms of Use apply to every order placed through your reseller account. Our liability is owed to you as our customer, not to your end client.

14. Changes to this agreement

We may update this agreement. We will email resellers at least 30 days before a change takes effect. If you do not agree to a change, you may end this arrangement before it takes effect.

15. Governing law and disputes

This agreement is governed by the same law, and disputes are resolved in the same way, as set out in the governing law and disputes section of our Terms of Use.

16. Contact

Questions about the reseller programme go to hello@upmarklabs.com.

Version history

Version	Date	Change
1.6	October 22, 2026	We reply to applications by email, without a fixed reply time.
1.5	October 20, 2026	Added how client details, share links and team members are handled.
1.4	October 19, 2026	Added the quarterly bonus credit.
1.3	October 19, 2026	Two pricing models: 10% off list (resell at no more than list price) or list price with your own markup. Replaces the 25% and 30% reseller prices.
1.2	October 19, 2026	Reseller discounts replaced by a monthly credit (withdrawn the same day in version 1.3).
1.1	October 16, 2026	Clarified that the website is operated by UPMARK, a sole proprietorship of Amit Govil.
1.0	October 14, 2026	First published version.