What is it?
Enovo Digital is offering Agencies, Businesses and Service Providers the opportunity to offer DIGITAL MARKETING SERVICES (the “Services”) for their customers under their own brand or trademarks. Resellers purchase discounted accounts for access to the Services and bill their own clients directly or through a third party.
What does an Enovo Digital Reseller do?
You are able to resell access and use of the Services by incorporating them into your own marketing efforts as part of a value-added solution at a volume discount. By signing up for the reseller program, you are allowed to create accounts with Enovo Digital for the Services on behalf of your clients.
Under the White Label Reseller Program, you are required to provide first line support and handle all Services-related issues directly with your clients (for the purpose of not disclosing Enovo Digital as a provider). Support issues may be escalated to Enovo Digital.
What does Enovo Digital do to help resellers be successful?
Enovo Digital may provide a discount to resellers depending on how many currently active accounts they enroll.
For volume commitments of 20, 50, 100+ etc we can negotiate higher, bespoke discounts.
You are required to white label or provide your own branding for the Services under the White Label Reseller Program and use our generic URL for access and reports for resold accounts.
Enovo Digital will avoid providing assistance with billing issues, upgrades, or cancellations for clients who have purchased service from a reseller (to avoid interfering with your customer relationship). We can, however, provide customer service directly to you as a Reseller as the need arises.
Enovo Digital White Label Reseller Program Agreement
This White Label Reseller Program Agreement (this “Agreement”) contains the complete terms and conditions that apply to your participation in Enovo Digital’s White Label Reseller Program for the resale of Enovo Digital’s suite of SEO Solutions (the “Services”)
As used in this Agreement, “we,” “us” or “Enovo Digital” means Enovo Digital Limited and “you,” “your” or “Reseller,” means you as the reseller participating in this program. “Reseller Site” individually and collectively means your website(s), your services, and/or software applications. “Reseller Program” means the program we manage or control by which participating entities may be given volume discounts for reselling access and use of our Services under their own brand or trademarks to their end user customers (“Clients”)
PLEASE READ THESE TERMS CAREFULLY. BY AGREEING TO SIGN UP FOR A RESELLER ACCOUNT, YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS MAY BE SUPPLEMENTED OR REVISED BY ENOVO DIGITAL FROM TIME TO TIME. YOUR CONTINUED PARTICIPATION IN THE RESELLER PROGRAM CONSTITUTES CONSIDERATION AND YOUR ACCEPTANCE OF THESE SUPPLEMENTAL OR REVISED TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT PARTICIPATE IN THE RESELLER PROGRAM OR OTHERWISE STOP YOUR ACTIVITIES PURSUANT TO THIS AGREEMENT.
1. Participation
In applying for a Reseller Account, you are agreeing to be bound by Enovo Digital’s standard Terms of Service and Privacy Policy (collectively, the “Enovo Digital Terms”). Once we have approved your enrollment, you become a participant in the Reseller Program.
2. Resale
Subject to the terms and conditions of this Agreement, we grant you the non-exclusive and non-transferable right to market, promote, and resell use of the Services to your Clients as part of a value-added solution you create by enrolling Enovo Digital accounts on your Client’s behalf through Reseller User’s Page of your account (each a “Client Account”). For clarity, any reference to the resale of the Services or reselling the Services means reselling the right to access and use the Services as provided by Enovo Digital and not the actual sale or transfer of any software, technology, or documentation associated with the Services. You are only permitted to resell the Services to Clients who are not current subscribers or previous subscribers of any of the Enovo Digital Services.
You are required to enter into a separate agreement with each of your Clients under which you provide a Client with the right to use the Services (“Client Agreement”). Each Client Agreement must include terms and conditions that are at least as protective of Enovo Digital and the Services as contained in the Enovo Digital Terms. You are solely responsible and liable to Enovo Digital for the acts and omissions of your Clients where such acts or omissions would constitute a violation of any of the Enovo Digital Terms (“Client Violations”). You will promptly inform us in writing or electronically of any Client Violations of which you become aware. You will use commercially reasonable efforts to monitor and enforce your Client Agreements to the extent any breach thereof by a Client does, or would reasonably be expected to have, an adverse effect on Enovo Digital and/or the Services.
Once a Reseller Account is created, you can choose to customize the interface of your Client Accounts or Reports with your own logo, interface customizations, trademarks, service marks, and / or product names (“Branding”).
We will make available to you a non-branded version of the Services that will allow you to insert your Branding elements and modify the look of the Services (e.g., color schemes, formatting, etc.) to create a Reseller-branded version of the Services. Your Branding of the Services must meet the guidelines and restrictions specified below. Enovo Digital reserves the right to review and monitor your Branding of the Services and offering of added features and functionality. If we feel that your Branding of the Services or added features and functionality is in any way detrimental, offensive, or damaging to Enovo Digital, we may immediately suspend or terminate access and use of the Services.
You may only use Branding which you own or otherwise have the rights to use in connection with the Services. You will not use the trademarks, service marks, logos, or confusingly similar marks of any third party in connection with your activities under this Agreement.
3. Usage
You are solely responsible for all issues arising from or relating to your Client Accounts, including those relating to your Client’s access and use of the Services. You, and not Enovo Digital, are responsible for billing collection from your Clients, providing assistance with upgrades, and handling cancellations. You, and not Enovo Digital, are responsible for fulfilling all contractual obligations to your Client Accounts as set forth in your Client Agreements.
You must comply with all data privacy laws that apply in connection with this Agreement, your provision of Services, and your Client Agreements, which includes entering into a separate data protection agreement or addendum with Clients to ensure the protection of the rights of data subjects in your processing of their personal data.
You will be responsible for, and will provide, first-level support to your Clients. This consists of providing your Clients with telephone, email, or web support regarding issues relating to any of the services you are providing, including with respect to the Services.
Enovo Digital are not required to provide support regarding any such Services directly to your Clients. This is done in the interest of not interfering in your client relationship.
At Enovo Digital’s discretion, where it is deemed critical or necessary due to a lapse in Reseller support capabilities or knowledge, Enovo Digital may carry out support activities, in the best interest of preserving the end client, whilst taking utmost care to avoid disclosure of Enovo Digital as the service provider.
You may escalate any support issues to our standard support channels. During the Term, we will provide you with the same support resources that we provide subscribers obtaining Services from us.
4. Restricted Activities
Reseller will conduct its business and activities in a manner that promotes a good, positive image and reputation for Enovo Digital and the Services. Without limiting the generality of the foregoing, Reseller will not:
use any inappropriate form of promotional, marketing, or advertising activity for the Services or for any services of Reseller in which the Services are incorporated, which includes use of any misleading hyperlinks and making any false, misleading, or disparaging representations or statements with regard to Enovo Digital and the Services;
engage in any unfair or deceptive trade practice involving the Services;
participate in any promotion, advertising, marketing, or sale of any imitation of the Services;
include or provide for in any Reseller Site any page screen, or social media platform that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities; violates intellectual property rights of third parties; or contains or promotes deceptive information;
hold yourself out to be an Enovo Digital employee or use any Enovo Digital Content to mislead potential new Clients into believing you are endorsed or employed by Enovo Digital;
use the string “Enovo Digital” for any website domain name;
use any profane, vulgar, discriminatory, or objectionable words or phrases in domains used in connection with the Services;
use any accounts for Services obtained at a discount from Enovo Digital for your own personal use;
use any of Enovo Digital's marketing tools and digital assets such as graphics, logos, brochures, text and images without consent;
directly or indirectly compete in the provision of the Services or similar services to those offered by Enovo Digital;
send spam emails to market and promote the Services;
directly or indirectly convert or attempt to convert current active Enovo Digital subscribers to Reseller Clients without our prior written approval; and
make or authorize any proposal, representation, warranty, guarantee, or communication relating to the Services that is inconsistent with Enovo Digital’s standard terms and policies, or that has not been approved or otherwise authorized by Enovo Digital in writing.
5. Pricing and Billing
In signing up for a Reseller account, you will be required to provide payment card information and agree to a monthly subscription contract with Enovo Digital on a per client basis.
We will bill said payment card each month for the number of Client Accounts that are active, based on the pricing for the monthly subscription package chosen for each Client Account, as determined by our system records, and the applied discount.
We have the right to access Reseller’s account from time to time, to the extent necessary for the purposes of support, administration, and invoicing, and to inspect Reseller’s utilization of the Services as to ensure Reseller’s compliance with the provisions of the Agreement.
You and Enovo Digital, will be each responsible for paying any applicable taxes and duties that may be imposed with respect to any compensation or payments we each respectively receive under or in connection with this Agreement.
6. Term, Termination, and Cancellation
The term of this Agreement (the “Term”) will begin upon your acceptance into the Reseller Program and will end when terminated. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other at least thirty days written notice of termination. For clarity and without limiting any of our rights, we can immediately terminate this Agreement and your participation in the Reseller Program for the violation of any of the Enovo Digital Terms by you or any of your Clients.
If either you or we terminate your Reseller account, your Client Accounts will remain active until the end of the then-current subscription period, at which time, they will automatically expire. You will be responsible for the payment of all accrued and unpaid fees for such Client Accounts.
You are responsible for cancelling any Client Accounts on behalf of your Clients in accordance with our cancellation policy provided in our Terms of Service.
7. Transfer of Accounts
Under certain circumstances as determined by Enovo Digital, ownership and responsibility of Client Accounts may be transferred. These circumstances may include, but are not limited to:
In the event of any request of a current Enovo Digital subscriber to be transferred into a reseller account's ownership: We must receive a written request directly from (i) the reseller and (ii) the end user of the Client Account. The receipt of both requests will be treated as approval for the transfer from both the reseller and end user. We will then determine if the transfer is approved and, if so, conduct the transfer to that reseller account. Enovo Digital reserves the right to restrict transfers at its sole discretion.
In the event of a request from a reseller to transfer ownership of a Client Account from another reseller account to their own: Enovo Digital will make reasonable efforts to contact all parties for verification and decide whether or not to transfer the account. This type of transfer will usually occur when the end user has a compelling need or service issue that is not being met by the original reseller.
8. Representations and Warranties
Each of us hereby represents and warrants to the other that:
it has full power and authority to enter into this Agreement and to perform its obligations hereunder;
it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under or activities pursuant to this Agreement; and
it will perform its obligations in compliance with all laws, rules, and regulations applicable to its activities pursuant to this Agreement.
9. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
Enovo Digital will remain solely responsible for the operation of the Enovo Digital website and Services, and you will remain solely responsible for the operation of the Reseller Site and the activities of your Clients with respect to the Services. Each party acknowledges that (i) their respective sites may be subject to temporary downtime due to causes beyond their reasonable control, and (ii) it retains sole right and control over the programming, content, and conduct of transactions over its respective site or service.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, THE SERVICES, AND RESELLER PROGRAM ARE PROVIDED “AS IS,” AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ENOVO DIGITAL EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR THROUGH COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR ANY WARRANTY REGARDING (I) THE AMOUNT OF FEES A RESELLER MAY GENERATE DURING THE TERM, (II) RESELLER’S CONTINUED PARTICIPATION IN THE RESELLER PROGRAM, AND (III) ANY ECONOMIC OR OTHER BENEFIT THAT RESELLER MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THE RESELLER PROGRAM.
UNDER NO CIRCUMSTANCES WILL ENOVO DIGITAL BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY CLAIMS FOR LOST PROFITS, LOST BUSINESS, OR LOST DATA) ARISING OUT OF THIS AGREEMENT, EVEN IF ENOVO DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. ENOVO DIGITAL’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER CAUSE OF ACTION WILL NOT EXCEED THE AMOUNTS COLLECTED FROM RESELLER UNDER THIS AGREEMENT IN THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
10. Indemnification
You will indemnify, defend, and hold harmless Enovo Digital and our affiliates, directors, officers, employees, and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney`s fees) relating to (a) the operation of any Reseller Site; (b) a breach of your obligations under this Agreement, including Sections 2(b), 3(a), and 3(b); (c) any Client Violations; or (d) the violation of any third party intellectual property rights in respect of your Reseller Site and activities under this Agreement.
11. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Enovo Digital and limits the manner in which you can seek relief from us.
Except for small claims disputes in which you or Enovo Digital seek to bring an individual action in small claims court, you and Enovo Digital waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement resolved in court. Instead, all disputes arising out of or relating to this Agreement will be resolved through confidential binding arbitration
YOU AND ENOVO DIGITAL AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT IS PERSONAL TO YOU AND ENOVO DIGITAL AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.
Any claim arising out of or related to this Agreement must be filed within one year after the date of the event giving rise to the claim; otherwise, you and Enovo Digital no longer have the right to assert the claim.
12. General Provisions
You and Enovo Digital are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture, or employment relationship between you and us.
Neither you or we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.
This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Florida, without reference to its conflict of laws provisions.
You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
The failure of either you or Enovo Digital to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.
This Agreement represents the entire agreement between you and us with respect to the subject matter covered by this Agreement and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.
If any provision of this Agreement is determined to be invalid, unlawful, void, or unenforceable to any extent, such provision will be interpreted to best reflect the parties’ intent, and the remainder of this Agreement will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law.
3rd Revision. Last revised on: September 29 2021.