EarnHCM Reseller Terms & Conditions
EarnHCM, Inc. Reseller Program
Last modified: June 1, 2025
These Terms and Conditions (these “Terms”) are an agreement between EarnHCM, Inc., a California company (“EarnHCM”) and You and apply to the EarnHCM Reseller Program (the “Program”). By enrolling in the Program, You agree to be bound by the Terms, including any modifications as they relate to the Program. If You do not agree to the Terms do not enroll in or use the Program. “You” and “Your” means You, Your company, and Your employees whom You have enrolled as “Users” of the Program, all of whom agree to be bound by the Terms and any other applicable Program terms and guidelines.
EarnHCM Reseller Agreement
This Reseller Agreement (these “Agreement”) is made and entered into by and between EarnHCM, Inc., a California company (“EarnHCM” or “Provider”) with a principal location at 1220 S Central Ave, Glendale CA 91204, and (hereinafter referred to as “Reseller” or “You”) WHEREAS, EarnHCM is the developer and provider of a comprehensive human capital management platform, including payroll, HR, and time & attendance solutions (collectively, the “Platform and Services”); WHEREAS, Reseller desires to market, sell, and provide first-tier support for the Platform and Services to its own clients (“End Clients”) under the terms and conditions herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
1. Definitions For the purposes of this Agreement:
“Account” means Reseller’s approved active reseller account within Provider’s system.
“Annual Contract Value” (ACV) means the annualized value of the recurring service fees paid by an End Client for the Platform and Services, as determined by the Provider.
“End Client(s)” means a third-party business entity to whom Reseller markets, sells, and/or provides the Platform and Services.
“Lifetime Account Status (LAS)” means the continuous period during which an End Client maintains an active and paying service agreement with the reseller for the Platform and Services.
“Marketing Assets” means any promotional materials, content, templates, or tools provided by Provider to Reseller for marketing the Platform and Services.
“Platform and Services” means Provider’s suite of human capital management solutions, including EarnPayroll, EarnHR, and EarnTime, which Reseller is authorized to resell and/or white label.
“Program” refers to the overall reseller account as governed by these Terms.
“Reseller Compensation” means the financial remuneration payable to Reseller for successful End Client acquisitions and retention, as detailed in Section 7.
“You” and “Your” refer to the Reseller, Your company, and Your employees whom You have authorized as “Users” of the Platform and Services for the purpose of managing End Clients, all of whom agree to be bound by these Terms and any other applicable Program terms and guidelines.
“Qualified End Client” Refers to a prospective or current client of the Reseller that is validly formed, in good standing, and legally authorized to conduct business within the jurisdiction of the State of California or states within the serviceability of Provider products and services.
2. Program Enrollment and Term
2.1. Enrollment: To enroll and/or maintain an active status in the Program, You must sign up as a Reseller with Provider and be approved as an active reseller account user (“Account”). Provider reserves the right to approve or reject any application for the Program at its sole discretion.
2.2. Program Term: This Agreement shall apply for so long as you are enrolled and active in the Program. Either party may terminate this Agreement;
(a) for convenience upon sixty (60) days’ written notice; or
(b) immediately for cause in the event of a material breach not cured within thirty (30) days after written notice.
2.3. Effect of Termination: If You terminate or are terminated from the Program, You will no longer have access to the reseller account for new End Client acquisitions. However, Your entitlement to Reseller Compensation for existing End Clients (as defined in Section 7) shall continue for Qualified End Clients in accordance with the terms herein, unless termination is due to a breach by Reseller. For End Clients under a white-label arrangement, Provider may, at its discretion, (i) transition such End Clients to a direct Provider relationship or (ii) allow continued servicing by the Reseller for a limited wind-down period.
3. Scope of Reseller Services
3.1. Authorization: Upon approval, Provider grants Reseller a non-exclusive right to market, sell, and provide support for the Platform and Services to End Clients in accordance with this Agreement.
3.2. Reseller's Role: Reseller shall act as an independent contractor. Reseller is responsible for:
Marketing and sales activities to acquire End Clients.
Billing and collecting payments from End Clients for the Platform and Services, unless Provider has agreed in writing to direct-bill such End Clients and remit the applicable Reseller Compensation.\
Providing first-tier customer support to End Clients.
Managing End Client accounts within the Platform (e.g., setup, employee data, payroll processing, tax information, time & attendance configuration, HR data management) based on the functionality and permissions granted by Provider.
Ensuring End Clients adhere to Provider’s acceptable use policies.
Remitting payment to Provider for any and all products and services owed in active account status.
3.3. Provider 's Role: Provider shall provide:
The core Platform and Services.
Second-tier technical support to Reseller for issues that Reseller cannot resolve directly for its End Clients.
Updates and enhancements to the Platform and Services.
Tax filing and remittance for End Clients based on accurate data provided by Reseller and End Clients, in accordance with Section 8.
4. End Client Acquisition
4.1. Qualified End Client: Reseller shall acquire End Clients by directing them to enroll in the Platform and Services. An End Client qualifies for Reseller Compensation if it meets the following criteria:
The End Client is not (i) a current Provider customer; (ii) a prospective Provider customer during the period one hundred twenty (120) days immediately prior to the End Client’s initial contact via Reseller; (iii) a prior customer of Provider that received Provider payroll services within the thirty (30) days prior to the End Client’s initial contact via Reseller; or (iv) an affiliate of Provider .
The End Client enters into a service agreement for the Platform and Services with Reseller or directly with Provider.
The End Client completes the enrollment process and processes at least one payroll with Provider within ninety (90) days of the date when the End Client was first introduced through the Reseller’s efforts.
The End Client remains an active customer for thirty (30) days following the date when payroll is first processed.
4.2. Tracking: Reseller shall utilize Provider ’s Program tools, including unique URLs, to track End Client acquisitions. In instances where an End Client is manually added to the Program (e.g., by working with a Provider sales representative), Reseller is responsible for notifying Provider if the End Client has not processed payroll within thirty (30) days of providing an active account. All required fields must be completed on any manual submission form.
5. Branding and Marketing
5.1. Marketing Assets: Provider will provide Reseller with Marketing Assets on the Program portal to use to market and promote the Platform and Services. Marketing Assets may include, but are not limited to: personalized shareable URLs, precomposed email content, and precomposed social media posts.
5.2. White Labeling Option: If Reseller opts for a white-label arrangement, Provider shall, to the extent technically feasible and mutually agreed upon, remove Provider branding from the End Client-facing aspects of the Platform and allow Reseller to brand these elements with its own trademarks and logos. Specific white-labeling capabilities and associated terms will be outlined in a separate addendum or service order. White-label setup fee is $10,000 per company/account. Additional annual white-label support and maintenance fees may apply as set forth in a separate service order.
5.3. Trademark Usage: Provider Marks: Reseller is granted a limited, non-exclusive, non-transferable license to use Provider’s trademarks, service marks, and logos (“Provider Marks”) solely for the purpose of marketing and promoting the Platform and Services as expressly authorized by Provider. Reseller shall comply with all trademark usage guidelines provided by Provider. Any materials Reseller plans to use relating to the Program, these Terms, or which identify Provider or the Services, and which have not been supplied by Provider , must be reviewed and approved in writing by Provider prior to use. Reseller’s Marks: Provider agrees that it will not, without Reseller’s prior written consent, use Reseller’s name or trademark, or represent, directly or indirectly, that Reseller has approved or endorsed any product or service not provided by Reseller.
5.4. Disclosure of Relationship: Reseller shall clearly and conspicuously disclose its independent reseller relationship with Provider to End Clients and avoid any representation that would suggest Reseller is an agent, employee, or direct representative of Provider , unless explicitly authorized in writing. If Reseller is providing white-labeled services, this disclosure may be integrated into Reseller’s own terms of service for End Clients.
5.5. Marketing Costs: Reseller shall be solely responsible for the cost of its marketing and promotional activities related to the Program.
5.6. Compliance with FTC Guidelines: Each social media post, advertisement, or promotional material created by Reseller that explicitly or implicitly offers an incentive related to Provider or the Platform and Services must include appropriate disclosures (e.g., #ad, #sponsored, or a clear statement of incentive) in accordance with Federal Trade Commission (FTC) guidelines and any other applicable advertising regulations. Failure to include required disclosures may result in disqualification from the Program and forfeiture of any associated Reseller Compensation.
6. Licensing and Platform Access
6.1. Platform License: The Platform and Services, and related software and systems, are the licensed and/or owned property, and embody the proprietary trade secret technology, of Provider and/or its licensors and are protected by copyright laws and international copyright treaties, as well as other intellectual property laws. Provider grants Reseller a non-exclusive, non-transferable, revocable license to access, use, and provide the Platform and Services to End Clients in accordance with this Agreement.
6.2. Restrictions: Reseller may not modify, copy, distribute, transmit, display, publish, sell licenses, create derivative works, or otherwise use any information available through the Platform and Services for commercial purposes, except as expressly authorized herein. Reseller agrees that it will not, directly or indirectly: (i) sell, lease, assign, sublicense, or otherwise transfer; (ii) duplicate, reproduce, or copy; (iii) disclose, divulge, or otherwise make available to any third party (except for End Clients as necessary for the provision of services); (iv) use, except as authorized by Provider in these Terms or another agreement; or (v) decompile, reverse engineer, or attempt to reconstruct any source code or underlying algorithms of the Platform and Services, except to the limited extent as is permitted by law notwithstanding contractual prohibition.
6.3. Termination of License: The right to use the Platform and Services and access the services provided by the Program is granted only to enrollees of the Program for the sole purpose of utilizing the Program and this limited license terminates upon termination of this Agreement.
7. Reseller Pricing & Payments
7.1. Pricing
7.2 Discount: For each Qualified End Client, Provider will provide Reseller with a 20% discount off the Provider products and services retail cost.
7.3 Pricing for End Clients: As a Reseller under this Agreement, you shall have the autonomy to determine the final pricing for the Products and Services offered to your end clients. The prices you set are entirely at your discretion and may be influenced by factors such as:
Market Conditions: Local demand, competitive pricing, and prevailing market rates.
Service Fees: Any additional value-added services you provide, such as implementation, training, support, or customization.
Client-Specific Requirements: The unique needs, scale, or complexity of a specific client's use case.
7.4 Limitations and Obligations: While resellers have full control over end clients pricing, reseller agrees to adhere to the following:
Standard Retail Pricing (SRP): The Reseller shall not advertise materially below Provider’s standard retail pricing as set forth by the Provider from time to time. The Provider reserves the right to review and adjust the SRP with thirty (30) days' written notice to the Reseller.
Pricing Consistency: The Reseller agrees to apply a consistent pricing model to all clients, except where a documented and agreed-upon exception is made by both parties.
Transparency: The Reseller will ensure that all pricing presented to end clients is clear, transparent, and accurately reflects the costs and services provided. The Reseller shall not misrepresent the Provider's standard pricing or any fees associated with the Products and Services.
7.5. Payments
Terms: The Reseller shall pay Provider the fees for all Products and Services provided to end clients.
Payment Due Date: The Reseller agrees to pay all invoiced amounts to the Provider on or before the end client billing date of each month for all services rendered.
Late Payments: Any payment not received by the due date will be considered late. The Provider reserves the right to charge a late fee of the lesser of 1.5% per month or the maximum permitted by law.
Suspension of Services: In the event of persistent late or non-payment, the Provider may, at its discretion, suspend or terminate access to the Products and Services for both the Reseller and their end clients until all outstanding balances are paid in full.
Automated Payment Method: To ensure timely payments and simplify the process, the Reseller is required to set up an automated payment method with the Provider.
Setup: The Reseller shall provide a valid credit card, ACH, or other approved payment information to the Provider.
Processing: The Provider is authorized to automatically debit the Reseller's provided payment method on the billing date of each month for all amounts due, unless a different payment arrangement is mutually agreed upon in writing.
Security: The Provider will take all commercially reasonable measures to protect the Reseller's payment information in accordance with industry standards and applicable law.
7.6. No Duplication: Reseller shall not be entitled to Reseller rights for any End Client if Provider has a pre-existing relationship, active lead, or prior referral for that End Client, as determined by Provider .
8. Client Data and Tax Information Responsibility
8.1. Data Accuracy and Updates: Reseller acknowledges and agrees that any and all information provided to Provider regarding End Clients, including but not limited to employee data, payroll figures, tax information (e.g., employer tax identification numbers, unemployment rates), and any other data relevant to payroll processing, HR management, or time & attendance, is the sole and exclusive responsibility of the Reseller to ensure accuracy, completeness, and timeliness.
8.2 NatPay Integration and Funding Requirements:
8.2.1 Mandatory Vendor Approval: As a material condition of this Agreement, Reseller is required to apply for, obtain, and maintain "Approved Vendor" status with National Payment Corporation (“NatPay”). This approval is mandatory to facilitate the core financial functions of the Software Environment, including but not limited to:
Electronic Payment Processing: The execution of Direct Deposits and ACH transfers to employees and contractors.
Tax Remittance: The timely filing and payment of federal, state, and local payroll tax liabilities.
Account Funding: The secure pull of funds from Client or Reseller-managed accounts to satisfy payroll obligations.
8.2.2 Application and Compliance: Reseller acknowledges that the approval process is governed solely by NatPay’s underwriting and compliance standards. Reseller agrees to:
Complete all required NatPay applications and provide necessary financial disclosures within [Number] days of executing this Agreement.
Maintain the NatPay account in good standing, ensuring all security protocols and funding authorizations remain active.
Comply with all NACHA (National Automated Clearing House Association) rules and regulations as relayed through the NatPay platform.
8.2.3 Impact of Non-Approval: Reseller understands that failure to obtain or maintain NatPay approval will result in the immediate suspension of payment processing and tax filing capabilities within the Software. [Your Company Name] shall not be held liable for any missed payroll deadlines, tax penalties, or service interruptions resulting from the Reseller’s failure to maintain active NatPay vendor status.
8.3. Taxing Authority Notices: Reseller shall, within seventy-two (72) hours of actual receipt, provide Provider with complete copies of any and all notices, assessments, inquiries, or updates received by Reseller or any End Client from federal, state, or local taxing authorities. This includes, but is not limited to, notifications concerning unemployment tax rate changes, state and local tax rate adjustments, tax coupons, delinquency notices, audit requests, and any other tax-related correspondence that may impact the Platform and Services.
8.4. Provider Responsibility Limitation and Indemnification: Reseller understands and acknowledges that timely action is critical for the proper resolution of tax-related matters and compliance with tax laws. Provider assumes no responsibility or liability for any penalties, interest, fines, assessments, damages, or other adverse consequences incurred by Reseller or any End Client arising directly or indirectly from Reseller's failure to provide Provider with accurate, complete, or timely information or copies of such tax authority notifications as required by this Section 8. Reseller expressly agrees to indemnify, defend, and hold harmless Provider, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) resulting from Reseller's or End Client's non-compliance with its obligations under this Section 8. Reseller is solely responsible for ensuring all required tax information is updated via the designated Provider system for each End Client.
9. Data Privacy and Security
9.1. Data Handling: Reseller acknowledges that it will handle sensitive End Client and employee data. Reseller agrees to implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of all data accessed through the Platform and Services or provided by End Clients.
9.2. Compliance: Reseller shall comply with all applicable data privacy and security laws and regulations (e.g., CCPA, HIPAA if applicable to End Client's industry) in its collection, use, processing, and storage of End Client data.
9.3. Notification: Reseller shall immediately notify Provider of any actual or suspected unauthorized access to or disclosure of End Client data or any security breaches related to the Platform and Services.
9.4. Provider Privacy Policy: Reseller acknowledges and agrees that it has consented to Provider 's collection and use of information, including as set forth in the Provider Privacy Policy, and that Reseller is responsible for its End Clients’ data privacy in relation to their information.
10. Indemnification
Reseller agrees to indemnify, defend, and hold harmless Provider , its affiliates, officers, directors, employees, and agents from and against all claims, damages, costs, expenses (including reasonable attorneys' fees), and pay the amount of any adverse final judgment (or settlement) arising out of or related to:
(a) Any breach of this Agreement by Reseller;
(b) Any use by Reseller of the Provider Marks or the Platform and Services in violation of this Agreement;
(c) Any claims, liabilities, or damages arising from Reseller’s relationship with its End Clients;
(d) Any Reseller marketing or promotional activities that are false, misleading, or non-compliant with applicable laws or regulations;
(e) Any unauthorized access to or use of an End Client’s account or data caused by Reseller’s actions or inactions, including, without limitation, its failure to safeguard Account Access.
11. Third-Party Integrations and Services:
11.1 No Warranties or Liability: Provider may from time to time offer or enable integrations with or provide access to third-party services, products, or applications (collectively, "Third-Party Services"). These Third-Party Services are provided for convenience and are not under the control of the Provider.
11.2 Disclaimer of Warranties: Provider provides no warranties, express or implied, regarding any Third-Party Services. This includes, but is not limited to, the functionality, reliability, security, accuracy of data, or continued availability of such services. The use of any Third-Party Service is entirely at the User's own risk.
11.3 Limitation of Liability: Provider shall not be liable for any damages, losses, or claims arising from or related to the use of or inability to use any Third-Party Services. This limitation of liability applies to all forms of damages, including but not limited to direct, indirect, incidental, special, consequential, or punitive damages, even if the Provider has been advised of the possibility of such damages.
11.4Data and Privacy: The Reseller acknowledges that by enabling or using any Third-Party Service, they may be required to share certain data, including client data, with the provider of that service. The Provider is not responsible for the privacy practices or data security of any Third-Party Service. The Reseller is solely responsible for ensuring that their use of any Third-Party Service complies with all applicable privacy laws and regulations.
12. Account Security
Reseller is solely responsible for (i) designating all Users who are authorized to have access to the Account; (ii) setting and enforcing its internal policies related to use of the Account by any User; (iii) safeguarding all passwords, usernames, logins, or other security features used to access the Account (“Account Access”); (iv) use of the Account under any usernames, logins, or passwords; (v) ensuring that use of the Account complies fully with the provisions of the Terms; and (vi) any unauthorized access or use of the Account caused by Users' actions or inactions, including, without limitation, its failure to safeguard Account or Account Access.
Reseller agrees to immediately notify Provider of any actual or suspected unauthorized use of its Account and acknowledges that it is solely responsible for damages resulting from any unauthorized use or its failure to timely notify Provider. Provider reserves the right to limit, suspend, or terminate Reseller’s and/or a User’s access to the Account should Provider have reason to believe that the security or confidentiality of the Account or Account Access has been compromised.
13. Disclaimer of Warranties / Limitations of Liability
PROVIDER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE PROVIDER MARKS OR THE PLATFORM AND SERVICES, FOR ANY PURPOSE. PROVIDER WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSSES ARISING OUT OF OR OTHERWISE RELATED TO YOUR USE OF THE PROGRAM, INCLUDING WITHOUT LIMITATION YOUR USE OF MARKETING MATERIALS, OR YOUR PROVISION OF THE PLATFORM AND SERVICES TO END CLIENTS. PROVIDER WILL NOT BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES INCLUDING LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION OR LOSS OF INFORMATION THAT YOU OR ANY END CLIENT MAY INCUR OR EXPERIENCE IN CONNECTION WITH THESE TERMS, YOUR USE OF THE PROVIDER MARKS, OR THE PLATFORM AND SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. General Provisions
14.1. Compliance with Laws: Reseller will use the Program and provide the Platform and Services as described in these Terms and any terms on the Program website. Reseller may not use the Program to violate any law, statute, or regulation; or conduct any other illegal activity, or to harvest or otherwise collect information submitted by third parties, including email addresses, without the express consent of such third parties. Provider does not guarantee against any loss or alteration to Your data. You confirm that all information provided by You is accurate and complete and Provider shall have no liability for any errors or inaccuracies in the Program based upon information provided by You or the person accepting these Terms on Your behalf. You will be responsible for Your compliance with all laws and governmental regulations affecting Your business and for any use You may make of the Program. You agree to pay any applicable taxes levied or based on any payments or redemption of Reseller Compensation You receive and to comply with any professional rules regarding use of the Program or Reseller Compensation awarded thereunder. Reseller confirms it is a legal entity (company or sole proprietor) eligible to enter into this commercial agreement.
14.2. Modifications: This Agreement may be modified by Provider from time to time by updating the Terms on the Program website, and You are responsible for any updates posted on the Program website or sent to You by Provider.
14.3. Waiver: The failure by You or Provider at any time to enforce any right or remedy available to it under these terms of use with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party.
14.4. Governing Law: This Agreement is governed by the laws of the State of California..
14.5. Independent Contractors: Reseller and Provider agree that each is acting independently of the other, thatYou are not joint venturers, and neither is an agent, partner, or employee of the other.
14.6. Notices: All notices, made under or in connection with these terms of use, shall be in writing and shall be deemed to have been given three (3) days after mailed in any general or branch United States post office, enclosed in a registered or certified post-paid envelope, if to Provider addressed to:
EarnHCM, Attention: EVP Alliance Manager, Reseller Program,
1220 S Central Ave, Glendale, CA 91204.
14.7. Assignment: This Agreement shall not be assigned by Reseller without Provider’s prior written consent, and any attempted assignment without such consent shall be void.
14.8. Third-Party Beneficiaries: Nothing contained in the Terms is intended to create third-party beneficiaries of or under the Terms.
14.9. Entire Agreement: Except as otherwise expressly set forth herein, these Terms supersede any prior agreements on the same subject matter and will govern Your participation in the Program.
14.10. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
14.11. Printing and Records: You should print a copy of these Terms for Your records. To request a hard copy of the Terms, please ask Your EarnHCM representative or mail Your request to EarnHCM, Inc., Attention: Manager, Reseller Program, 1220 S Central Ave, Glendale, CA 91204. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date last modified.
EarnHCM, Inc.