A SaaS reseller agreement is the contract that lets a partner sell your software service to its own customers. It sets the pricing and discount model, who owns the customer relationship, how the end user is bound to your terms, and how liability flows between vendor, reseller, and customer. Aber Law Firm structures these channel deals for software and SaaS vendors only, across 650+ clients and 2,500+ deals since 2009.
SaaS reseller agreements are similar to traditional software reseller agreements, but not identical. Because the product is a hosted service, the end user still has to accept your SaaS terms, the reseller is usually selling a subscription rather than transferring a copy, and data and privacy obligations have to pass through the chain correctly. Getting that structure right is what keeps a channel program from creating risk faster than revenue.
Channel Models: Reseller, Referral, and OEM
The right structure depends on how much the partner does and whose paper the customer signs. We help vendors choose among the common models and draft to fit, which we break down in which form of SaaS reseller agreement you need and in our SaaS reseller and OEM agreement models.
- Referral. The partner introduces customers and earns a fee; the customer contracts directly with you. Lowest risk to the vendor.
- Reseller. The partner sells your subscription to the customer, often at a discount off list. You define how your end-user terms still bind the customer.
- OEM or embedded. The partner bundles your service into its own product. This needs the tightest drafting around scope, branding, and liability.
The Terms That Carry the Risk
Pricing and discounts, exclusivity, territory, term and termination, and how end-user terms flow through to the customer are where reseller deals succeed or fail. Resale terms also brush up against antitrust and copyright law: the U.S. Supreme Court reset the rules on resale pricing in 2007 in Leegin Creative Leather Products v. PSKS, and because resale can implicate the first-sale doctrine in 17 U.S.C. Section 109, the structure matters. We covered why this shift mattered in how the Supreme Court changed reseller law in 2007. Throughout, we treat uncapped liability as a red flag and draft indemnities tightly so a partner’s conduct does not become your exposure.
Plain English Channel Agreements
Simpler, shorter reseller agreements close faster and are easier for partners to accept, and that is how we draft. We represent software and SaaS vendors only, so every term reflects the vendor’s side of the channel. For what customers expect when they reach your terms, see what SaaS customers expect in their SaaS agreements, and read more about our drafting style. For the broader practice, see our SaaS contract and software attorney pages. The firm is led by Jeremy Aber.
Frequently Asked Questions
What is the difference between a reseller, referral, and OEM agreement?
A referral partner just introduces customers who then contract with you; a reseller actually sells your subscription to the customer, usually at a discount; an OEM partner embeds your service into its own product. Each shifts a different amount of risk and customer ownership, so each needs different drafting.
How do my SaaS terms bind the end customer in a reseller deal?
Through a pass-through or flow-down mechanism: the reseller agreement requires the partner to bind every end user to your end-user terms, whether by click-through, an incorporated exhibit, or a direct end-user agreement. Without it, you can end up with a paying user who never agreed to your terms.
Can I set the price my reseller charges?
Resale pricing is sensitive ground under antitrust law. Since the Supreme Court’s 2007 Leegin decision, minimum resale pricing is judged under a rule of reason rather than being automatically illegal, but it still carries risk and varies by state. We structure discount and pricing terms to stay on the right side of that line.
Who is liable if the reseller makes promises I did not authorize?
Your agreement should make clear that the reseller cannot bind you to commitments outside your standard terms, and should indemnify you for claims arising from its own representations. We draft that protection in so a partner’s overselling does not become your problem.
Building or fixing a channel program? Contact us to talk through your SaaS reseller agreement.