MSA
Master Service Agreement for Clulo Users
This Agreement is entered into between Clulo Inc. DBA Clulo ("Clulo" or "Licensor") and the individual or entity that accepts this Agreement by creating a Clulo account or using the Clulo platform ("Reseller" or "Licensee").
1. Grant of License.
1.1 License Grant. Clulo grants the Reseller a limited, non-exclusive, non-transferable, non-sublicensable license (the “License”) to white-label and commercially resell the Clulo Platform under the Reseller’s brand in accordance with this Agreement.
1.2 Scope of License. The License is limited solely to the following:
A fully branded Clulo Platform (as defined below) including the administrative dashboard, customer relationship management (“CRM”), customer portal, and branded team application;
Ability to configure, price, and sell custom subscription tiers to the Clulo Platform to generate revenue;
Reseller tools; and
Access to Clulo Payments (U.S. only) with reduced processing rate so the Reseller can earn revenue on Clulo Payments transactions.
For clarity, no other rights or licenses are granted, whether by implication, estoppel, course of dealing, or otherwise. This License confers no ownership, title, or intellectual-property rights to Reseller in the Clulo Platform.
“Clulo Platform” shall mean the Clulo cloud-based business software, available via a web browser and iOS and Android mobile applications, which software includes features for scheduling, customer and job management, payments, communications, reporting, and marketing.
Term; Termination.
Term.
This Agreement commences on the Effective Date and remains in effect for an initial term ("Initial Term"). At the end of the Initial Term, the Agreement automatically renews for successive renewal periods ("Renewal Terms") unless either party provides written notice of non-renewal before the end of the current term. The length of the Initial Term, the length of each Renewal Term, and the required notice period for non-renewal are displayed within the Clulo platform prior to your first payment.
At the end of the Initial Term, the Agreement will automatically renew for successive renewal periods ("Renewal Terms") unless either party provides written notice of non-renewal before the required notice deadline prior to the expiration of the current term. The length of each Renewal Term and the required notice period are displayed within the Clulo platform prior to your first payment.
Termination by Clulo. Clulo may terminate this Agreement upon the occurrence of any of the following with respect to the Reseller:
Breach of Section 3 and failure to cure such breach within thirty (30) days;
Breach of any other material terms of this Agreement or Clulo’s Terms of Service in the form available at clulo.com/legal/terms and failure to cure such breach within seven (7) days after written notice thereof; and
Fraud, willful misconduct, or gross negligence, or otherwise material misrepresentation of the Clulo Platform.
2.3. Termination by Reseller. Reseller may terminate this Agreement with thirty (30) days written notice to Clulo. In the event Reseller terminates this Agreement prior to the expiration of the Term, all fees and other monetary obligations that would have accrued through the end of such Term shall immediately become due and payable, and Reseller shall remain fully liable therefor notwithstanding such termination.
2.4. Effect of Termination. Upon any termination or expiration of this Agreement:
The License shall automatically terminate, and Reseller shall immediately cease all use of the Clulo systems, branding, and infrastructure;
Reseller Data may be exported in accordance with Clulo’s then-current standard data export procedures; and
Reseller shall promptly return or destroy all confidential information of the Licensor in its possession or control.
3. Fees; Payment.
3.1 Fees. In consideration of the License and the rights granted under this Agreement, Reseller shall pay to Licensor the following fees (collectively, the “Fees”):
One-Time Setup Fee. A one-time, non-refundable setup fee applies to activate the Reseller's white-label Clulo Platform, including configuration, branding, and access to Clulo's onboarding tools and infrastructure. The amount of this fee is displayed within the Clulo platform prior to your first payment and is due and payable upon acceptance.
Monthly Fee. During the Term, a recurring monthly fee (the "Monthly Fee") shall be due and payable on the same calendar day as the Effective Date (the "Due Date"). The amount of the Monthly Fee is displayed within the Clulo platform prior to your first payment. Notwithstanding the foregoing, if any month does not contain such calendar day (for example, the 31st), the Due Date for that month shall be the last day of such month.
If any Monthly Fee remains unpaid for two (2) days after its Due Date, Clulo shall have the option to suspend the License and any access to Clulo Products and related services in accordance with Section 3.2, until such amount is paid in full.
If any Monthly Fee remains unpaid for seven (7) days after its Due Date, Clulo shall have the option to assess a late charge equal to ten percent (10%) of the overdue amount.
If any Monthly Fee remains unpaid for thirty (30) days after its Due Date, Clulo may terminate this Agreement in accordance with Section 2.
Custom Development Fees. Fees for any custom development, enhancements, integrations, or modifications requested by Reseller (“Custom Development”) in the amounts and on the payment schedule set forth in a mutually executed statement of work or order form, or other written agreement (each, a “Custom Development Agreement”). Custom Development may give rise to additional costs where Reseller requests features or scope beyond that contemplated in the applicable Custom Development Agreement (“Additional Costs”). For the avoidance of doubt, Additional Costs may include increased or unforeseen third-party vendor fees and internal maintenance or development time billed at Clulo's then-current standard hourly rates. Clulo shall provide Reseller with reasonable prior notice before incurring any Additional Costs. Any such Additional Costs shall be passed through to Reseller, and Reseller shall pay all invoiced Additional Costs within ten (10) days of receipt of invoice.
3.2. Payment Method. Other than as provided herein, all payments shall be made via credit card through Clulo's automated billing system. Any custom development payments exceeding the threshold amount set by Clulo must be made via ACH or wire transfer directly to Clulo's authorized bank account. Clulo's banking details and the applicable threshold will be provided to the Reseller directly when such a payment is due.
3.3. Suspension of Services. Upon Reseller’s failure to remit any Monthly Fee within two (days) of the Due Date, Clulo reserves the right to immediately suspend the License, pause, or delay all development work, delivery of deliverables, access to Clulo Products, or related services until any undisputed, overdue Monthly Fee, together with any late payment fee is fully received, or this Agreement is terminated in accordance with the terms hereof. All project timelines, deliverables, and completion dates shall automatically extend by the duration of any suspension period caused by a late or missing Monthly Fee. During any period of suspension, Reseller shall immediately cease use of the Clulo Platform and Clulo Products. Upon Reseller’s cure of the monetary breach to Clulo’s reasonable satisfaction, the License shall be reinstated and the suspension of services lifted.
4. New Versions and Feature Upgrades.
4.1 Clulo may, from time to time, release new versions of the Clulo Platform or feature upgrades, and Clulo shall have the right, but not the obligation, to offer such new versions and/or feature upgrades (“modules”) to Reseller subject to additional fees on an opt-in basis.
4.2 Reseller shall have no obligation to opt-in to any new versions or modules and opting into any new paid version or module shall be at the Reseller’s sole discretion. For the avoidance of doubt, Reseller’s continued use of any current version(s) will remain unaffected if Reseller elects not to opt-in to such new version(s) or upgrades.
5. Wholesale Pricing, Revenue Share & Partnership Investment.
5.1 Wholesale Pricing.
During the Term, Clulo shall provide Reseller with wholesale access to its software and services under three core categories: (i) Subscription Plans, (ii) Payment Processing, and (iii) Marketing Add-Ons (Subscription Plans, Payment Processing and Marketing Add-Ons, collectively, “Clulo Products”).
So long as no material breach has occurred and is continuing, access to Clulo Products shall be subject to the Pricing Schedule (as defined below); provided that Reseller may establish their own retail prices for Clulo Products; provided further that Reseller shall be prohibited from advertising or selling Clulo Products below the minimum advertised price (“MAP”) set forth in the Pricing Schedule. “Pricing Schedule” means the table attached as Exhibit B hereto that sets forth, for each applicable Clulo Product, Clulo’s recommended retail price (RRP), minimum advertised price (MAP)/wholesale price.
5.2. Revenue Share (Tiered Structure). Reseller shall have the right to charge its customers for Clulo Products a price greater than the RRP disclosed in the Pricing Schedule; provided that the additional revenue generated by such sales shall be shared between the Reseller and Clulo according to the applicable revenue-share tier that applies to the Reseller. For clarity, Reseller may charge its customers a price for Clulo Products less than the applicable RRP set forth in the Pricing Schedule; provided that Reseller shall retain the difference after the applicable wholesale rate is paid to Clulo in accordance with Section 5.1 and the Pricing Schedule. Revenue generated from Reseller's sales of any "add-ons" shall be shared in accordance with the applicable revenue-share tiers.
The applicable revenue-share tiers, the MRR thresholds for each tier, and the corresponding Reseller and Clulo shares are displayed within the Clulo platform. Clulo shall review MRR monthly and automatically apply the corresponding tier for the following month. Revenue-share calculations shall be based on net collected revenue, excluding chargebacks, refunds, or failed transactions.
5.3. Annual Price Adjustment. Clulo shall have the right to increase the Monthly Fee and any subscription fees set forth in the Pricing Schedule by up to four percent (4%) per calendar year to reflect inflation, increased operational costs, or product improvements. Notice of any such increase must be provided in writing within thirty (30) days after the end of the applicable calendar year and, if provided within such period, the increase shall become effective as of the first day of the next calendar month. If Clulo does not implement all or any portion of a permitted increase in any given year, the unused portion of such increase may be carried forward and applied cumulatively in one or more subsequent years, subject to the same notice requirements.
5.4 Clulo Payments Terms
Clulo shall offer Payments to Reseller in the United States at a blended flat processing rate. This rate covers standard domestic debit and credit card transactions. The applicable processing rate is displayed within the Clulo platform.
Clulo reserves the right to pass through to Reseller any excess costs incurred as a result of:
Chargebacks, disputes, or refund reversals;
transactions involving premium, international, or high-interchange cards; or
any other network or processor-assessed fees that cause Clulo's effective cost to exceed the applicable flat rate.
Any such excess costs will be billed to the Reseller monthly, and the Reseller agrees that Clulo may, in its sole discretion, deduct these amounts from future revenue-share payments or charge the payment method Reseller shall be obligated to have on file with Clulo during the term of this Agreement.
Reseller shall remain responsible for ensuring sufficient funds to cover chargebacks and related processor fees and shall indemnify Clulo from and against any losses or liabilities arising out of or relating to Reseller’s use of Clulo Payments.
Clulo reserves the right to review and adjust processing rates annually to reflect changes in interchange or network fees.
6. Revenue Share Payouts.
6.1 Payment Process. All customer payments for subscription plans offered by Reseller (each, a "Plan") shall be processed through Clulo Payments. Reseller must maintain an active Clulo Payments account in good standing throughout the term of this Agreement in order to receive funds.
Reseller is the merchant of record for all transactions processed through its Clulo Payments account and is solely responsible for chargebacks, refunds, disputes, and related processor fees. Clulo is not the merchant of record for these transactions.
Upon settlement of each transaction, which typically occurs on the next business day, the funds shall be automatically split between Clulo and Reseller in accordance with the applicable revenue share set forth in Section 6.2, and each party's portion shall be paid directly to its respective account.
Reseller's share is paid to the Reseller's active Clulo Payments account, net of payment-processor fees, refunds, chargebacks, and any applicable offsets or adjustments.
Clulo reserves the right to withhold or offset payments in the event of suspected fraud, chargebacks, or unresolved disputes.
6.2. Non-solicitation. Notwithstanding anything to the contrary in this Agreement, no revenue share shall be payable to Reseller with respect to any fees paid by a customer that terminates, expires, or does not renew its subscription with Clulo and, within nine (9) months thereafter, subscribes to the Reseller’s white label platform or any substantially similar service offered by Reseller or its affiliates.
7. Incorporation of SLA.
Operational standards, support levels, bug reporting, and reseller responsibilities are governed by the Clulo White-Label Service Level Agreement (SLA), available at clulo.com/legal/sla. If any conflict arises, this Agreement prevails for financial, commercial, and intellectual-property matters. In the event of any conflict between this Agreement and the SLA, this Agreement shall prevail. Notwithstanding any verbiage to the contrary, in the event of a breach by Reseller under the SLA, Clulo may terminate the SLA without terminating this Agreement.
8. Intellectual Property.
8.1 The Clulo Platform, and all related software, systems, source and object code, designs, documentation, and other materials, including all updates, enhancements, and modifications thereto (collectively, the “Licensed Materials”), are and shall remain the sole and exclusive property of Clulo. Except for the limited, non-exclusive license expressly granted under this Agreement, no ownership interest or other intellectual property rights in the Clulo Platform or Licensed Materials are transferred to Reseller or any end customer.
8.2 This Agreement does not grant Reseller any control over, or decision-making authority with respect to, Clulo’s business, technology, pricing, product roadmap, technical architecture, or security standards. All rights not expressly granted to Reseller are reserved by Clulo.
8.3 Except as expressly authorized in writing by Clulo, Reseller shall not (and shall not permit any third party to) copy, modify, reverse engineer, decompile, disassemble, reproduce, distribute, publicly display, create derivative works from, or otherwise exploit the Licensed Materials, in whole or in part.
8.4 Reseller shall not directly or indirectly register, attempt to register, or assist in registering any trademarks, copyrights, domain names, social media handles, or other identifiers that are identical or confusingly similar to those of Clulo, nor shall Reseller challenge or assist any third party in challenging Clulo’s ownership or validity of the Licensed Materials or related intellectual-property rights.
8.5 Reseller shall promptly notify Clulo in writing of any actual or suspected unauthorized use, infringement, or misappropriation of the Licensed Materials of which Reseller becomes aware. Any breach or suspected misuse of the Licensed Materials may, in Clulo’s sole discretion, constitute a material breach and result in immediate termination of this Agreement, in addition to any other remedies available at law or in equity.
8.6 Reseller is an independent contractor and not an agent, partner, joint venturer, or representative of Clulo. Reseller has no authority to bind Clulo, make representations or warranties on Clulo’s behalf, or modify the Clulo Platform, pricing, policies, or terms applicable to the Clulo Platform. Reseller shall ensure that all access to and use of the Clulo Platform by end customers is subject to Clulo’s then-current end-user terms, acceptable use policies, and other platform governance policies, as designated by Clulo from time to time. Reseller shall not grant any end customer rights that are broader than those authorized by Clulo in writing.
8.7 Reseller shall not (a) commit Clulo to any development, customization, service levels, support obligations, integrations, or functionality, or (b) represent that any feature or capability is “committed,” “guaranteed,” or “on the roadmap,” unless expressly authorized in writing by Clulo. Reseller shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, derive source code from, or create derivative works of the Clulo Platform or Licensed Materials.
8.8 Reseller shall not use Clulo’s name, trademarks, service marks, logos, or other branding (collectively, “Clulo Marks”) in connection with the Clulo Platform, Licensed Materials or otherwise, except to the extent expressly approved in advance in writing by Clulo. Any approved use of the Clulo Marks shall strictly comply with Clulo’s then-current brand guidelines and may be revoked by Clulo at any time in its sole discretion. Except as expressly approved in writing by Clulo, the Clulo Platform shall not include any co-branding, “powered by,” attribution, or other representation that discloses Clulo as the underlying technology provider.
8.9 As between the parties, Licensor retains all rights in and to aggregated, anonymized, or de-identified usage data derived from operation of the Clulo Platform. Nothing herein restricts Clulo’s ability to use such data to operate, improve, or protect the Clulo Platform.
8.10 Reseller may provide first-level commercial support to its customers; provided that all technical platform support, escalations, and defect remediation remain under Clulo’s sole control unless otherwise agreed in writing.
8.11 Nothing in this Agreement shall be construed to grant Reseller exclusivity, preferred status, most-favored pricing, or governance rights with respect to the Clulo Platform unless expressly stated in writing and signed by Clulo.
9. Confidentiality.
9.1 Both parties acknowledge that, in the course of performing this Agreement, they may receive or have access to certain confidential or proprietary information belonging to the other party (“Confidential Information”).
9.2 Confidential Information includes, without limitation:
Pricing, product roadmaps, business logic, software architecture, APIs, and non-public technical documentation;
Customer lists, financial data, and internal business processes; and
Any information that a reasonable person would understand to be confidential based on its nature or the circumstances of disclosure.
Each party agrees to keep all Confidential Information strictly confidential and use it solely for the purpose of fulfilling its obligations under this Agreement.
Neither party may disclose Confidential Information to any third party without prior written consent, except to employees or contractors who have a legitimate need to know and are bound by similar confidentiality obligations.
9.3 This confidentiality obligation does not apply to information that:
becomes publicly available through no breach of this Agreement;
was lawfully known to the receiving party prior to disclosure;
is independently developed without use of Confidential Information; or
is required to be disclosed by law or court order, provided that the disclosing party gives prompt notice and cooperates in seeking protective measures.
10. Limitation of Liability.
The platform and all related services are provided “as is” and “as available,” without any warranties of any kind, express or implied. Clulo shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, revenue, data, goodwill, or business opportunities, even if Clulo has been advised of the possibility of such damages. Clulo’s total cumulative liability under this Agreement shall not exceed the total fees paid by the Reseller in the three (3) months preceding the event giving rise to the claim.
11. Indemnification
11.1 The Reseller shall indemnify, defend, and hold harmless Clulo, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to:
The Reseller’s acts, omissions, negligence, or willful misconduct;
Any breach of this Agreement, the Clulo White-Label Service Level Agreement (SLA), or Clulo’s Terms of Service and Privacy Policy; or
The Reseller’s customers, marketing representations, or use of the Clulo platform.
11.2 The Reseller’s duty to defend shall arise immediately upon written notice of any claim subject to indemnification under this Agreement and shall include payment or reimbursement, on an ongoing basis, of Clulo’s reasonable attorneys’ fees and costs incurred in connection with the investigation, defense, and resolution of such claim.
12. Force Majeure.
12.1 Clulo shall not be liable or deemed in default for any delay or failure in performance under this Agreement (or the SLA) resulting from causes beyond its reasonable control.Such causes include, but are not limited to: acts of God; natural disasters; fire; flood; severe weather; war; terrorism; civil unrest; government orders or regulatory actions; labor disputes; pandemics; internet or telecommunications failures; power outages; denial-of-service attacks; third-party service outages; or the failure, suspension, or interruption of third-party platforms or vendors, including but not limited to payment processors, hosting providers (such as AWS and Google Cloud), and mobile app marketplaces (Apple App Store and Google Play).
12.2 Clulo’s performance shall be deemed suspended for the period of delay caused by such events. Clulo will use commercially reasonable efforts to resume performance as soon as practicable. No refunds or credits will be due for interruptions or delays arising from a Force Majeure event.
13. Custom Development Change Order.
13.1 Change. Clulo shall have no obligation to perform any services, deliver any functionality, or provide any materials other than those expressly set forth in this Agreement and the applicable Service Level Agreement (“SLA”). Any modification, enhancement, extension, or other change to the scope of services, Licensed Materials, service levels, implementation approach, delivery schedule, assumptions, dependencies, or responsibilities (each, a “Change”) shall be effective only if agreed to in a written change order executed by authorized representatives of both parties (a “Change Order”).
13.2 Change Request. Either party may submit a written request describing a proposed Change (a “Change Request”). Each Change Request shall be sufficiently detailed to permit evaluation and shall be subject to Clulo’s review. Clulo may accept, reject, or condition any Change Request in its sole discretion, including conditioning acceptance on additional fees, revised timelines, revised service levels, or other terms. Upon receipt of a Change Request from Reseller, Clulo may, at its option, provide an impact assessment describing the anticipated effect of the proposed Change on fees, timelines, service levels, assumptions, dependencies, and other terms. Any evaluation, estimate, discussion, or commencement of work shall not constitute acceptance of a Change Request or a waiver of Clulo’s rights unless and until a Change Order is executed. Clulo may charge reasonable fees for evaluating Change Requests, whether or not a Change Order is ultimately executed. Each Change Order shall, at a minimum:
Clearly identify the Change;
set forth any adjustments to fees, payment milestones, or pricing model;
describe any changes to delivery dates, service levels, or performance metrics;
identify any revised assumptions, dependencies, or customer obligations; and
state whether the Change Order amends the applicable SLA.
13.3 In the event of a conflict, the Change Order shall control only with respect to the subject matter of such Change, and this Agreement shall otherwise remain in full force and effect. Clulo shall not be deemed to have agreed to any Change by reason of:
responding to inquiries or requests for information;
participating in meetings or discussions;
performing incidental or temporary work for evaluation, mitigation, or continuity purposes;
accommodating Reseller requests on a courtesy or interim basis; or
continuing to perform Services pending negotiation of a Change Order.
13.4 All such activities are non-binding and shall not expand Clulo’s obligations under this Agreement. Unless expressly stated otherwise in a Change Order:
all Changes shall be priced at Licensor’s then-current rates or as otherwise mutually agreed;
Licensor may require advance payment or revised payment milestones; and
Changes may require modification of volume assumptions, usage limits, or support tiers.
13.5 If Licensor reasonably determines that a Change is necessary to (i) comply with applicable law, (ii) address security, stability, or integrity of the Licensed Materials, or (iii) mitigate material risk, Licensor may implement such Change upon notice to Reseller. Any material impact on fees or service levels shall be addressed through the Change Order process where commercially reasonable.
13.6 This Section shall survive expiration or termination of the Agreement to the extent required to enforce payment obligations, IP protections, and limitations on implied changes.
13.7 Administrative Access. Reseller acknowledges and agrees that Clulo retains continuous administrative access to the Clulo Platform, including the Reseller dashboard and all end-customer accounts provisioned under Reseller’s white-label environment. Such access is inherent to the operation of the Clulo Platform and is necessary for, among other things: (a) providing technical support and SLA services; (b) maintaining platform security, integrity, and performance; (c) processing payments and administering revenue share; (d) ensuring compliance with this Agreement, the SLA, and applicable law; and (e) preventing fraud, misuse, or service disruption. Reseller shall not restrict, interfere with, disable, or attempt to limit Clulo’s administrative or backend access to the Clulo Platform. Clulo may access Reseller and end-customer data on a real-time basis as reasonably necessary to perform its obligations or exercise its rights under this Agreement.
13.8 Operational Monitoring. Clulo may monitor usage of the Clulo Platform by Reseller and its customers for purposes of billing verification, revenue-share calculation, pricing compliance, fraud prevention, MAP enforcement, and system integrity. Such monitoring shall not require advance notice and shall not constitute an “audit” for purposes of this Section.
13.9 Financial and Compliance Audit. In addition to its ongoing administrative access rights, Clulo may, upon reasonable prior written notice and no more than once per calendar year (unless a material discrepancy or breach is discovered), audit Reseller’s relevant books and records to verify compliance with pricing, revenue-share, non-solicitation, non-poaching, and other financial obligations under this Agreement. Reseller shall provide requested records within ten (10) business days of written request. If an audit reveals a material underpayment or material breach, Reseller shall promptly cure such breach and reimburse Clulo for any verified shortfall, together with reasonable audit costs if the discrepancy exceeds five percent (5%) of amounts owed for the audited period.
13.10 Material Breach. Any material interference with Clulo’s administrative access rights, or any material non-compliance identified through monitoring or audit, shall constitute a material breach of this Agreement and may result in suspension or termination pursuant to Section 2.
14. Survival Clause.
The following sections shall survive termination or expiration of this Agreement: Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and this Survival Clause.
Any accrued payment obligations or damages arising prior to termination shall also survive.
15. Publicity Clause.
Reseller may not use Clulo’s name or marks in marketing without written approval from Clulo. Clulo may identify the Reseller as a partner in investor, customer, or industry communications.
16. Governing Law & Venue.
This Agreement is governed by the laws of the State of Texas. Any dispute shall be resolved exclusively in the state or federal courts of Travis County, Texas, and both parties consent to such jurisdiction and venue.
17. Attorney’s Fees.
In any legal action arising from this Agreement, the party that substantially prevails shall be entitled to recover reasonable attorney’s fees and costs.
18. Entire Agreement.
This Agreement, together with any Exhibits, Schedules, and the pricing and terms displayed within the Clulo platform, constitutes the entire understanding between the parties and supersedes all prior communications. Clulo may amend this Agreement by posting an updated version, and the Reseller's continued use of the Clulo platform after the updated version takes effect constitutes acceptance of the amended terms. If any provision is held invalid, the remainder remains in effect.