Standard Reseller Terms of Purchase

1. Acceptance and Applicability

These ClipTraining Reseller Terms of Purchase (“Terms”) form a binding agreement between ClipTraining, Inc., a Florida corporation (“ClipTraining,” “we,” “us,” or “our”), and the Reseller (“you” or “your”).
By completing a purchase through a payment processor (for example, Stripe), accepting an invoice referencing these Terms, or logging into the ClipTraining Platform for the first time, you acknowledge that you have read and agree to these Terms.

These Terms apply to all resellers purchasing ClipTraining products or services, whether:

• you purchase licenses for individual end-customer accounts at a per-user rate, or
• you subscribe to ClipTraining MSP+, which provides access for multiple clients under a single recurring subscription.

These Terms govern your relationship with ClipTraining for all such purchases and use of the ClipTraining Platform.

Updates to Terms. ClipTraining may update these Terms from time to time by posting an updated version at https://www.cliptraining.com/terms or by notifying you through email, invoice text, or in-Platform notice. Updated Terms take effect upon posting and apply to all new or renewed purchases thereafter.

2. Definitions

• Platform – the online learning and enablement system operated by or for ClipTraining, including associated modules, integrations, and admin portals.
• CT Content – ClipTraining’s proprietary or licensed training materials and digital assets.
• Reseller Content – materials, training, or resources that you provide for use by your customers within the Platform.
• Customer – an organization or end user to whom you provide access to the Platform under your reseller arrangement.
• MSP+ Subscription – a ClipTraining subscription plan that allows a Reseller to provide access to multiple Customer accounts under one monthly or annual subscription.
• User Data – personal or usage information processed through the Platform in accordance with our Privacy Policy.

3. License and Access Rights

Subject to your payment of applicable fees, ClipTraining grants you a limited, non-exclusive, non-transferable right to:

1. access and use the Platform for your internal administration; and
2. provision Customer access to the Platform under either a per-customer license model or your MSP+ Subscription.

You may not sublicense or resell access except as expressly permitted under these Terms.
A Reseller may provide access through another reseller or partner only with ClipTraining’s prior written consent, provided that the originating Reseller maintains administrative control and remains fully responsible for compliance with these Terms.

You must ensure that each Customer and its end users agree to the ClipTraining End User Terms of Use before accessing the Platform.

4. Reseller Responsibilities

You agree to:

• provide accurate account and billing information;
• maintain active payment methods for recurring fees;
• ensure Customer accounts are created, used, and terminated in compliance with these Terms;
• not make statements or representations inconsistent with ClipTraining’s product capabilities or licensing rights;
• provide first-level Customer support unless otherwise arranged in writing; and
• promptly report any unauthorized use or suspected breach of security.

Resellers may present ClipTraining services under their own branding or domain, provided they do not remove or obscure ClipTraining’s copyright notices or misrepresent ownership.

5. Fees and Billing

a. Per-Customer Licenses

Resellers purchasing licenses for individual Customers will be charged per user, per year, at the rate displayed during checkout or as stated in an applicable quote or invoice. Licenses renew automatically unless canceled before the renewal date.

b. MSP+ Subscriptions

For Resellers subscribing to MSP+, monthly or annual subscription fees apply as shown at purchase. Subscriptions automatically renew unless canceled prior to the renewal date. The MSP+ subscription allows management of multiple Customer portals under one plan and is exclusively for verified Managed Service Providers only.

c. Payments and Late Fees

All payments are due in U.S. Dollars via a payment processor (for example, Stripe) or another approved method. Late or failed payments may result in suspension or termination of access.

6. Ownership and Intellectual Property

All rights, title, and interest in the Platform and CT Content remain exclusively with ClipTraining or its licensors. You retain ownership of any Reseller Content you provide but grant ClipTraining a worldwide, royalty-free license to host, display, and distribute that content solely as needed to provide the Platform. Nothing in these Terms transfers ownership of intellectual property between the parties.

Feedback and Usage Data. ClipTraining may use aggregated, anonymized, or statistical data derived from Platform usage and may incorporate feedback or suggestions you or your Customers provide to improve its products and services. ClipTraining retains all rights in such aggregated or derived data.

6A. Reseller Warranties Regarding Reseller Content

If Reseller uploads, submits, or makes available any Reseller Content within the Platform, Reseller represents and warrants that:

1. Rights & Ownership. Reseller owns all rights, title, and interest in such Reseller Content, or has all necessary rights, licenses, and permissions to grant the license described in Section 6.
2. No Infringement. Reseller Content does not infringe, misappropriate, or violate any intellectual property, privacy, publicity, moral, or proprietary rights of any person or entity.
3. No Harmful Code. Reseller Content does not contain harmful code, malware, viruses, or any material that could damage, disrupt, or interfere with the Platform or its users.
4. Legal Compliance. Reseller Content complies with all applicable laws, regulations, and industry standards.
5. No Harm or Liability. Reseller Content, and ClipTraining’s hosting, display, and use of such content as permitted under these Terms, will not cause injury, harm, liability, or damages to ClipTraining, any Customer, or any user.

7. Privacy and Data Protection

ClipTraining handles all personal information in accordance with its Privacy Policy. You agree to process any personal information you receive through the Platform in compliance with applicable data-protection laws and to obtain all required consents from your Customers and users. ClipTraining may process aggregated or anonymized usage data to improve the Platform and related services.

8. Platform Availability and Updates

ClipTraining aims to provide reliable access to the Platform but may suspend or modify services for maintenance, upgrades, or security purposes. ClipTraining is not responsible for outages or limitations caused by third-party hosting, streaming, or connectivity providers.

9. Term, Termination, and Deletion

These Terms remain in effect while you have active Reseller access or any associated Customer portals.

Either party may terminate:

• For convenience, with written notice at least thirty (30) days prior to renewal; or
• For cause, if the other party materially breaches these Terms and fails to cure within fifteen (15) days after written notice.

If any Customer portal or Reseller-managed account remains expired or inactive for more than ninety (90) days following the end of a paid term or non-payment, ClipTraining may permanently delete that portal and all associated data without further notice.

Suspension Rights. ClipTraining may suspend access to the Platform, in whole or in part, for any overdue payment, misuse, or violation of these Terms, without liability, until the issue is resolved.

Upon termination, all rights granted under these Terms immediately cease, and outstanding fees become due. Sections 6, 9, 10, and 12–18 survive termination.

10. Disclaimer of Warranties

The Platform and all ClipTraining services are provided “as is” and “as available.” ClipTraining makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. ClipTraining does not guarantee uninterrupted operation or that the Platform will meet your or your Customers’ expectations.

Beta or Trial Services. Any evaluation, preview, beta, or test features are provided “as is” and may be modified or discontinued at any time without notice.

11. Limitation of Liability

To the fullest extent permitted by law:

• ClipTraining shall not be liable for indirect, incidental, special, consequential, or punitive damages, including loss of data, profits, or goodwill; and
• ClipTraining’s total aggregate liability for all claims arising under these Terms shall not exceed the total fees paid by you to ClipTraining in the twelve (12) months preceding the event giving rise to the claim.

These limitations apply regardless of the form of action, even if a remedy fails of its essential purpose.

12. Confidentiality

Each party agrees to maintain the confidentiality of any non-public, proprietary, or commercially sensitive information received from the other party and to use such information only as necessary to fulfill these Terms. This obligation does not apply to information that (a) is or becomes public through no fault of the receiving party, (b) is independently developed without use of the other party’s confidential information, or (c) is required to be disclosed by law or court order.

13. Indemnification

Reseller agrees to indemnify, defend, and hold harmless ClipTraining, its affiliates, officers, directors, employees, and contractors from and against any third-party claims, damages, losses, liabilities, or expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) any breach of these Terms, including the Reseller Warranties and any obligations relating to Reseller Content;

(b) Reseller’s resale, provisioning, administration, or support of the Platform;

(c) any misuse of the Platform or violation of law by Reseller or any Customer that Reseller has onboarded; and

(d) any allegation that Reseller Content infringes, violates, or misappropriates any intellectual property or proprietary rights, or otherwise causes harm, liability, or damages.

14. Taxes

All prices and fees are exclusive of applicable taxes, duties, or government assessments. You are responsible for any taxes arising from your purchases or resale of ClipTraining services, except for taxes based on ClipTraining’s net income.

15. Relationship and Non-Exclusivity

These Terms create a non-exclusive relationship between you and ClipTraining. Nothing in these Terms restricts ClipTraining from appointing other resellers, distributors, or partners, or from selling directly to Customers. Neither party is an agent, joint venturer, or representative of the other for any purpose.

16. Marketing and Co-Branding Rights

To enable proper branding of your reseller environment, you grant ClipTraining a limited, non-exclusive, royalty-free license to use your organization’s name, logo, and brand elements solely for:

• co-branding the ClipTraining Platform and Customer portals associated with your reseller account, and
• identifying you in partner directories, marketing materials, and case studies.

ClipTraining will use such branding responsibly and in accordance with your provided guidelines. You may revoke this license with written notice, after which ClipTraining will remove such references within a reasonable time.

17. Governing Law and Notices

These Terms are governed by the laws of the State of Florida, excluding conflict-of-law principles. You agree to the exclusive jurisdiction of the state and federal courts located in Orange County, Florida.
Notices to ClipTraining may be sent to info@cliptraining.com. We may provide notices through email, invoice text, or in-Platform notifications.

18. General Provisions

• These Terms constitute the entire agreement between you and ClipTraining regarding your reseller purchases.
• You may not assign or transfer these Terms without prior written consent.
• ClipTraining may assign its rights in connection with a merger, acquisition, or reorganization.
• If any provision is found unenforceable, the remainder remains in full force.
• Failure to enforce any provision is not a waiver.
• Section headings are for convenience only.
  You represent and warrant that you are not located in a jurisdiction where use of the Platform is prohibited by applicable export laws or regulations and that you will comply with all applicable laws governing your use of the Platform.

Superseding Prior Terms. These Terms replace and supersede all prior versions of ClipTraining reseller terms or reseller program policies. To the extent any prior reseller agreement did not include an amendment or update provision, Reseller agrees that the update and modification rights described in these Terms will apply going forward.

19. Acceptance Notice

By completing a purchase through a payment processor (for example, Stripe), paying an invoice referencing these Terms, or logging into the Platform as a reseller administrator, you acknowledge and agree that:

1. You have read and accepted these ClipTraining Reseller Terms of Purchase;
2. You are authorized to bind your organization to these Terms; and
3. All Customer and user access provided under your account will be subject to ClipTraining’s separate End User Terms of Use.

Contact Information
ClipTraining, Inc.
12001 Research Parkway
Suite 236, PMB#R033
Orlando, FL 32826
partners@cliptraining.com
https://www.cliptraining.com