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White Label Partnership Agreement

Version 2026.2 · Effective upon execution · Please read in full.

This White Label Partnership Agreement ("Agreement") is entered into and effective upon execution by and between WhiteLabelFans and the Partner (each a "Party" and together the "Parties").

1. Purpose

The purpose of this Agreement is to establish the terms under which Partner will market, promote, distribute, and/or resell the WhiteLabelFans platform and services under a white-label arrangement.

2. Definitions

"Platform" means the software, technology, services, applications, infrastructure, and related offerings provided by WhiteLabelFans.

"End User" means any customer, subscriber, creator, fan, account holder, or user who accesses or utilizes the Platform.

"Gross Revenue" means all revenue actually received by WhiteLabelFans from End Users referred by Partner, excluding taxes, chargebacks, refunds, payment processing fees, and fraudulent transactions.

"Partner-Referred User" means any End User introduced, referred, onboarded, or acquired through Partner's marketing, sales, distribution, or promotional activities.

3. Appointment

WhiteLabelFans hereby appoints Partner as a non-exclusive white-label partner for the promotion and distribution of the Platform. Partner accepts such appointment and agrees to market and promote the Platform in accordance with this Agreement.

Nothing in this Agreement shall create an agency, joint venture, franchise, or employment relationship between the Parties.

4. Revenue Share

4.1 Revenue Share

WhiteLabelFans shall pay Partner a revenue share equal to 50% of Gross Revenue minus deductions generated from Partner-Referred Users.

4.2 Payment Schedule

Revenue share payments shall be calculated monthly and paid within thirty (30) days following the end of each calendar month. Payment will be made in US Dollars and is subject to a threshold of $150 being generated to trigger payment. There will be no payments made outside of the scheduled payment cycle.

Payment may be withheld should the chargeback rate on payments attributed to the Partner's site exceed card scheme thresholds.

4.3 Reporting

WhiteLabelFans shall provide Partner with a monthly statement detailing:

• Gross Revenue;
• Applicable deductions (chargebacks, refunds, processing fees, agreed costs);
• Net revenue calculation;
• Revenue share payable.

4.4 Taxes

Each Party shall be responsible for its own taxes arising from payments received under this Agreement.

5. Ownership of Platform

WhiteLabelFans shall retain all right, title, and interest in and to:

• The Platform;
• All software, source code, databases, systems, infrastructure, and technology;
• All trademarks, copyrights, patents, trade secrets, and intellectual property rights;
• All modifications, improvements, and derivative works.

Partner acquires no ownership rights in any of the foregoing.

6. Data Ownership and Customer Rights

6.1 Exclusive Ownership of User Data

Partner acknowledges and agrees that all End User data, customer information, subscriber information, creator information, account records, usage data, analytics data, transaction data, metadata, and any other information generated, collected, stored, or processed through the Platform shall be and remain the sole and exclusive property of WhiteLabelFans.

6.2 Ownership of Customer Relationships

Partner further acknowledges and agrees that all End Users, including all Partner-Referred Users, shall be deemed customers of WhiteLabelFans.

WhiteLabelFans shall exclusively own all rights, title, and interest in and to:

• (a) all customer and user relationships;
• (b) all customer records and databases;
• (c) all subscriber and creator accounts;
• (d) all goodwill associated with such users and accounts;
• (e) all rights to market, communicate with, service, retain, monetize, and otherwise engage with such users.

6.3 Perpetual Rights

The ownership rights granted and acknowledged in this Section are perpetual, irrevocable, worldwide, transferable, and shall survive the expiration or termination of this Agreement.

Upon termination of this Agreement, Partner shall have no ownership claim, proprietary interest, or right to possession of any End User data or customer relationship associated with the Platform.

6.4 Data Usage Rights

WhiteLabelFans shall have the unrestricted right, subject to applicable law and privacy obligations, to use, analyze, process, store, transfer, commercialize, and otherwise exploit all End User data for business, operational, analytical, marketing, product development, and commercial purposes.

6.5 Compliance with Privacy Laws

Each Party shall comply with all applicable data protection and privacy laws. Nothing in this Agreement shall require either Party to process personal data in violation of applicable law.

7. Partner Obligations

Partner shall:

• Market and promote the Platform in a professional manner;
• Comply with all applicable laws and regulations;
• Refrain from making false or misleading statements regarding the Platform;
• Maintain accurate records relating to promotional activities.

8. Confidentiality

Each Party shall maintain the confidentiality of all non-public information disclosed by the other Party and shall not disclose such information to any third party except as required by law.

These obligations shall survive termination of this Agreement for five (5) years.

9. Term and Termination

9.1 Term

This Agreement shall commence on the Effective Date and continue until terminated by either Party upon thirty (30) days' written notice. Should termination be instigated by the Partner, then all future revenue shares will be forfeited. Should the revenue share be terminated by WhiteLabelFans, then the revenue share shall continue to be paid for a period of six months, subject to none of clause 9.2 being breached.

9.2 Immediate Termination

Either Party may terminate this Agreement immediately upon written notice if the other Party:

• Materially breaches this Agreement;
• Becomes insolvent;
• Engages in unlawful conduct;
• Operates a Partner site that exceeds card scheme chargeback thresholds.

9.3 Survival

The following provisions shall survive termination:

• Confidentiality;
• Intellectual property rights;
• Data ownership rights;
• Limitation of liability;
• Governing law;
• Any provisions intended to survive termination.

10. Representations and Warranties

Each Party represents and warrants that:

• It has authority to enter into this Agreement;
• Execution of this Agreement does not violate any other agreement;
• It will comply with applicable laws.

11. Limitation of Liability

Except for fraud, willful misconduct, confidentiality breaches, or intellectual property infringement, neither Party shall be liable for any indirect, consequential, incidental, punitive, or special damages.

WhiteLabelFans' aggregate liability shall not exceed the total revenue share paid to Partner during the twelve (12) months preceding the claim.

12. Indemnification

Each Party shall indemnify, defend, and hold harmless the other Party from claims arising from its own negligence, misconduct, or breach of this Agreement.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Florida without regard to conflict-of-law principles.

14. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, discussions, and agreements relating to its subject matter.

15. Amendments

No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

16. Execution

Upon execution of this Agreement, you agree to adhere to the above terms.

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