Strapi Reseller Agreement
Effective as of 10 February 2026
Terms and Conditions
1. Definitions
a. Documentation means the written and/or electronic end-user technical documentation pertaining to the Solution(s) that is provided to the Customer(s) by Strapi together with the delivery of the Solution.
b. Customer means the entity located in the Territory that purchases a subscription to the Solutions or Professional Services from Reseller for their internal use and benefit in the normal course of their business and not for resale.
c. Strapi Customer Agreement means Strapi's then-current customer agreement, including the web-based terms available at https://strapi.io/enterprise-terms for the Strapi CMS products and at https://strapi.io/cloud-legal for Strapi Cloud products, or any other signed version of Strapi's then-current end user agreement entered into between the Customer and Strapi, which is valid and binding against the Customer.
d. Strapi Deal Registration Policy shall mean the then-current Strapi Deal Registration Policy available at https://www.notion.so/strapi/Reseller-Deal-Registration-Policy-f7c747fda2a246c791fe9146642d8cab?pvs=4 (or such updated URL provided by Strapi).
e. Solutions shall mean the then-current product(s) and solutions (whether CMS or Cloud solutions or other downloadable components) and/or professional services (collectively "Professional Services") set forth in Strapi's Quote to Reseller, together, as relevant, with the Documentation.
f. Territory means the geographic locations in which Reseller markets, distributes, or sells the Solutions. Territory explicitly excluding jurisdictions subject to comprehensive U.S. sanctions or embargoes, including but not limited to Cuba, Iran, North Korea, Syria, Russia, and the Crimea, Donetsk, and Luhansk regions of Ukraine. The aforementioned counties/regions are provided for informational purposes only and are subject to change; Reseller remains solely responsible for compliance as of the date of any transaction and for screening against applicable restricted-party lists.
2. Appointment; Strapi Reseller Program Guide Demonstration License
a. Appointment. Subject to the terms and conditions of this Reseller Agreement, Strapi hereby appoints Reseller as Strapi's independent, non-exclusive, reseller of the Solutions in the Territory. Strapi expressly reserves the right to market and sell the Solutions in the Territory and, directly or through other resellers, distributors and/or other channels.
b. Demonstration License; Evaluation of the Solution by Customers. If and when Strapi makes Partner accounts/demo licenses/NFR access to the Solution available to Reseller, then subject to the terms of this Reseller Agreement, Reseller may use its internal use end user license to the Solution(s) (a) to demonstrate Solution(s) to bona fide potential Customers in the Territory, but only if such bona fide potential Customer is subject to obligations of confidentiality which are no less restrictive than the confidentiality terms described herein; and/or (b) for purposes of training its personnel on the functionality of the Solution. If a Customer desires to evaluate the Solution, then a Trial/proof of concept licenses can be granted by Strapi for 14 to 30-day trial periods (unless an extended period is agreed by Strapi) subject to Strapi's agreement terms.
3. Other Reseller Responsibilities
a. Resources. Reseller shall maintain resources (personnel, equipment, and/or facilities) reasonably sufficient to carry out Reseller's obligations under this Reseller Agreement.
b. Marketing. Reseller shall use reasonable commercial efforts to promote and market the Solutions in the Territory in accordance with the terms of this Reseller Agreement. Reseller shall not make any representations regarding the Solutions except as consistent in all respects with materials provided to Reseller by Strapi. From time to time, Strapi may furnish Reseller with a quantity of marketing material which Reseller may use to market Solutions in the Territory.
c. Compliance with Good Business Practices and Laws. While acting as a Reseller of Strapi, Reseller agrees that it shall conduct its business in a manner that favorably reflects upon Strapi and its products and service offerings. Reseller agrees to comply with all applicable laws and regulations in connection with its performance under this Reseller Agreement, including to the extent applicable, privacy laws, telecommunication laws, the U.S. Foreign Corrupt Practices Act and all applicable export laws, restrictions, and regulations of any governing agency or authority. Without limiting the forgoing, Reseller agrees that it shall not import, export or re-export, or allow or authorize the import, export or re-export of any Solution, Documentation, technology or information it obtains or learns pursuant to this Reseller Agreement (or any derivative thereof) in violation of any laws or regulations. Where required, Strapi shall provide Reseller information regarding the export classification and any export licenses it has obtained with respect to its Solution(s). Subject to the foregoing, where applicable to Reseller's Territory (if ever), Reseller shall be responsible for procuring any necessary governmental authorizations for importation of the Solutions within the Territory (including any territories from which the Solutions may be accessed), including without limitation any necessary licenses, approvals, permissions or consents.
d. Communications; Suggestions For Product Improvements. Reseller agrees to keep Strapi informed as to any problems encountered with the Solutions and any resolutions arrived at for those problems of which Reseller becomes aware, and to communicate promptly to Strapi any modifications, design changes or improvements of the Strapi Solutions suggested by any Customer, employee or agent (collectively "Suggestions"). As between Strapi and Reseller, Reseller further agrees that Strapi shall own all Suggestions and Reseller agrees to and hereby assigns all of Reseller's rights, title and interest in and to such Suggestions to Strapi. Reseller shall also promptly notify Strapi of any allegations of infringement of any trademarks or other intellectual property or proprietary rights relating to the Solutions of which Reseller becomes aware.
4. Registering Opportunities; Payment and Supply Terms
a. Registering Opportunities. Reseller may identify an opportunity with a prospect in the manner and form identified in the then current Strapi Deal Registration Policy. If the opportunity is approved, then the opportunity shall become a Reseller "registered" for the period identified in the Strapi Deal Registration Policy. Reseller understands and agrees that Strapi shall have no obligation whatsoever to approve and register any opportunity with any new or existing prospect and shall do so at its sole and reasonable discretion.
b. Prices and Payment Terms; Invoices; Taxes. Unless otherwise agreed in writing, Prices payable by Reseller for Solutions are those set forth on Strapi's Quote to Reseller for the relevant opportunity with the Customer. Unless otherwise agreed by the Parties such pricing will expire on the date specified on the Quote. If no expiration period is specified, then the pricing in the Quote will expire in thirty (30) days unless extended by Strapi in its sole discretion. Unless otherwise agreed in writing, Strapi may invoice Reseller upon signature of the Quote. Reseller shall pay all amounts invoiced within 30 days from receipt of invoice. Reseller shall be responsible for, and shall pay, any and all taxes associated with this Reseller Agreement (except for taxes based on Strapi's net income), including any applicable sales, VAT, withholding taxes, or use taxes (if relevant). Payment shall be made to the address/account specified by Strapi in U.S. dollars. Reseller shall pay interest on all amounts not paid when due at the rate of one and 1.5% per month or the highest rate permitted by law, whichever is lower.
c. Ordering; Delivery. If required by Reseller for invoicing, Reseller shall issue a valid purchase order identifying the relevant Customer, the Customer contact and delivery information, the Solution(s) being purchased, the fees to be paid to Strapi, and the relevant Customer subscription parameters (subscription term, project and user counts, etc.) and such other information reasonably requested by Strapi. Sample ordering documents and quotes for resale to Customers shall be made available by Strapi to Reseller. Strapi may accept or reject any order in its sole discretion, including based on a Customer's refusal to accept the Strapi Customer Agreement. Strapi may indicate acceptance by delivery to the Customer against the Reseller approved Quote. Strapi shall deliver license key and/or access Solutions directly to Customers electronically based on the licensed parameters outlined in Reseller's approved Quote. Strapi shall not be liable to Reseller or to any other party for any unregistered opportunities, or any Quotes not formally accepted by Strapi in writing. Reseller expressly agrees that Strapi shall not be bound by any additional or different terms that may appear in Customer purchase order or Reseller quote to Customer or in any other Reseller and Customer communication or ordering or sales documents.
d. Cancellation; Changes; Returns. Unless approved in writing by Strapi, Reseller may not decrease or cancel any Quote once accepted by Strapi, unless written consent is obtained from Strapi.
5. Confidentiality; Ownership; Trademarks; Restrictions
a. Confidential Information. Reseller agrees that all code, inventions, algorithms, designs, know-how, ideas, and all business, technical and financial information it obtains from Strapi (and/or its contractors and/or customers), including information about Strapi business, Solutions and/or Strapi pricing in relevant Quotes are deemed "Confidential Information." Reseller shall not use Confidential Information except to perform hereunder. Reseller may only disclose Confidential Information to third parties who have a legitimate need to know the Confidential Information, provided any disclosure is subject to obligations of confidentiality and non-use which are substantially similar to the restrictions specified herein. The Reseller's obligations under this section shall not apply to information that Reseller can document is (i) generally available to the public (other than through breach of this Reseller Agreement), or (ii) known to it prior to its disclosure, or (iii) later learned by it from a third party without any obligation of confidentiality, or (iv) independently developed or obtained by Reseller without use of Confidential Information. Because of the unique and proprietary nature of Confidential Information, it is understood and agreed that Strapi's remedies at law for a breach by the Reseller of its obligations under this Section shall be inadequate and that Strapi shall be entitled to equitable relief (including without limitation provisional and permanent injunctive relief without the obligation to post a bond) in addition to any other remedies.
b. Ownership. As between the parties, Strapi and its licensors retain all right, title and interest (including all intellectual property rights, proprietary rights and industrial property rights) in and to the (i) Solutions, all copies, improvements, and derivative works thereof (by whomever produced) and all related documentation and materials, and (ii) all of the service marks, trademarks, trade names, logos, or any other designations used in connection with the Strapi Solutions (collectively "Strapi Marks"). All rights to Solutions and Strapi Marks not granted herein are retained by Strapi and its licensors. There are no implied licenses granted by Strapi under this Reseller Agreement.
c. Trademarks. Reseller agrees that it shall only use Strapi Marks in its promotion, marketing, and sale of the Solution(s). All goodwill associated with the use of Strapi Marks shall inure to the benefit of Strapi. Notwithstanding anything else herein, except as expressly permitted by Strapi, Reseller may not use Strapi Marks without the express written consent of Strapi. Reseller shall at no time contest or aid in contesting the validity or ownership of any Strapi Mark or take any action in degradation of Strapi's rights therein, including without limitation applying to register any trademark, trade name, service mark or other designation that is confusingly similar to any Strapi Marks. If Reseller does file such a registration or application in contravention of the above, it hereby assigns to Strapi all right, title and interest in such registration or application to Strapi, and agrees that it shall, without charge to Strapi, perform any tasks and execute any documents necessary to affect such assignment.
d. Restrictions. Reseller shall not (and shall not permit any third party to): (i) copy or use the Solution(s) or any portion thereof, except as expressly authorized by this Reseller Agreement or any other end user agreement entered into between Strapi and Reseller for its internal use of the Solutions; (ii) modify the Solution(s) or create or attempt to create, by reverse engineering or otherwise, the source code or internal structure of the Solution(s) or any part thereof, except and only to the extent such restrictions are prohibited by local law; (iii) remove any proprietary notices or restrictions from the Solution(s); or (iv) use the Solution(s) for any purpose other than to demonstrate the Solution(s) to potential Customers and/or support Customers as required by this Reseller Agreement; or (v) provide or show the Solution to any competitor of Strapi or any third party which is not subject to an Strapi Customer Agreement; or (vi) permit any Customer to use the Solution(s) beyond the scope of the Strapi Customer Agreement; or (vii) promote, advertise, market, sell or otherwise distribute the Solutions outside the Territory without Strapi's prior written consent.
e. Software Solutions and Strapi Customer Agreement Restrictions. Notwithstanding anything else in this Reseller Agreement, all software provided or otherwise made available to Reseller is licensed and not sold. Reseller's appointment only grants to Reseller a license to market and distribute Solutions in accordance with the terms herein, and does not transfer any other right, title or interest in any Solution to Reseller, Customer or any third party. Reseller shall only resell Solutions to Customers subject to the Strapi Customer Agreement. If a Customer seeks to negotiate a nonstandard form of Strapi Customer Agreement and if the amount of the Subscription Fees on the Quote exceed $60,000, at Reseller's request, Strapi shall attempt to negotiate mutually satisfactory terms; provided, however, Strapi shall not be obligated to agree to any non-standard terms. For clarity, in each instance, Customers must agree to be bound by the Strapi Customer Agreement prior to delivery of any Solutions (and/or license keys for access to Solutions) to such Customers.
6. Limited Warranty; Disclaimers
a. Mutual Warranties. Each party warrants to the other that (i) it has the full power to enter into this Reseller Agreement and that this Reseller Agreement constitutes a legal, valid and binding obligation of such party, enforceable against it, and (ii) this Reseller Agreement does not contravene, violate or conflict with any other agreement of such party with any third party.
b. Warranties to Customers. With respect to Strapi Solutions, Strapi provides warranties for its Solutions directly to the Customers in the Strapi Customer Agreement. Notwithstanding anything else, Reseller agrees that it shall make no additional or different warranty, guarantee, or representation, whether written or oral, on Strapi's behalf, beyond those warranties provided for by Strapi directly to the Customer in the Strapi Customer Agreement effective between Strapi and the Customer.
c. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, STRAPI PROVIDES NO OTHER WARRANTIES TO RESELLER WITH RESPECT TO THE SOLUTIONS OR ANY STRAPI SERVICES PROVIDED BY STRAPI. EXCEPT FOR THE WARRANTIES EXPRESSLY DESCRIBED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, STRAPI AND ITS LICENSORS DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THIS RESELLER AGREEMENT, THE SOLUTIONS AND ANY SERVICES PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE.
7. Indemnity
a. Reseller Indemnity. Reseller shall defend, indemnify and hold Strapi harmless from and against any third-party claims, actions or demands brought against Strapi, its affiliates, agents, or their respective employees, directors, officers (collectively "Strapi Indemnities") to the extent based upon or arising from Reseller's breach of this Reseller Agreement or any grossly negligent act or omission, intentional misconduct, or misrepresentation of Reseller or Reseller's agents, affiliates, or employees in connection with their activities under this Reseller Agreement.
b. Strapi Indemnity. Strapi shall defend, indemnify and hold Reseller harmless from and against any third-party claim brought against Reseller, its affiliates, agents, or their respective employees, directors, officers (collectively "Reseller Indemnities") to the extent based upon or arising from an allegation that Strapi's Solutions infringe or violate any intellectual property right of a third party in the Territory. The foregoing obligation of Strapi does not apply to the extent the claim arises or is based upon: (i) third party products or services, (ii) modifications to Solutions, if the alleged infringement relates to such modification, (iii) combination of Solution with other products, processes or materials where the alleged infringement relates to such combination, (iv) continuation of allegedly infringing activity after notification thereof or after delivery of modifications that would have avoided the alleged infringement, (v) where use or delivery of the Solution is not strictly in accordance with rights granted with respect to the Solution. The remedies set forth in this Section constitute Reseller's sole and exclusive remedies, and Strapi's entire liability, with respect to claims of infringement or violation of any third-party intellectual property or other rights.
c. Conditions of Indemnification. A party's indemnity obligation hereunder is conditioned upon: (i) the indemnitee providing the indemnitor prompt written notification of any and all threats, claims and proceedings for which indemnity is being sought, provided that any failure by the indemnitee to provide prompt notice shall not relieve the indemnitor of its indemnification obligations except to the extent that the defense against such threats, claims, or proceedings is prejudiced by such delay, and (ii) the indemnitee providing the indemnitor all reasonable assistance in connection with the defense or settlement of any such claim, at the indemnitor's cost and expense and (iii) the indemnitee providing the indemnitor the opportunity to assume sole control over the defense and all negotiations for a settlement or compromise.
8. Limited Liability
NOTWITHSTANDING ANYTHING ELSE IN THIS RESELLER AGREEMENT OR OTHERWISE, EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY'S BREACH OF SECTION 5 (CONFIDENTIALITY, OWNERSHIP, TRADEMARKS AND RESTRICTIONS) OR WITH RESPECT TO A PARTY'S INDEMNITY OBLIGATIONS UNDER THIS RESELLER AGREEMENT: (A) EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS RESELLER AGREEMENT, UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR, SHALL NOT EXCEED THE GREATER OF ONE HUNDRED THOUSAND DOLLARS OR THE AMOUNTS PAID TO OR OWED TO STRAPI BY RESELLER HEREUNDER DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE THE LIABILITY AROSE, AND (B) NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, REVENUE, DATA, USE OR SAVINGS, OR COST OF SUBSTITUTE PROCUREMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE.
9. Term and Termination
a. Term. This Reseller Agreement begins on the date Reseller accepts these terms and continues until terminated in accordance with this Section 9. For clarity, termination ends Reseller's right to market or sell new Solutions under this agreement, but does not affect active Customer subscriptions entered into before the effective date of termination, which remain subject to this agreement.
b. Termination for Cause. This Reseller Agreement may be terminated by a party for cause immediately by written notice upon the occurrence of any of the following events: (i) if the other ceases to do business or otherwise terminates its business operations without a successor or if there is a material change in control of the other or (ii) if the other breaches any material provision of this Reseller Agreement and fails to cure such breach within 30 days (10 days in the case of a failure to pay) of written notice describing the breach; or (iii) if the other becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within 90 days).
c. Termination for Convenience. Either party may terminate this Reseller Agreement at any time with or without cause upon 30 days prior written notice to the other party.
d. Effects of Termination or Expiration. Upon any termination or expiration of this Reseller Agreement: (i) Reseller shall pay Strapi all fees due to Strapi for Solutions sold hereunder; (ii) Reseller shall discontinue all marketing and reselling of Solutions; (iii) all Strapi Customer Agreements entered into with Customers shall survive for the term specified in the relevant Strapi Customer Agreement; (iv) Reseller shall discontinue all use of the Strapi Marks and return to Strapi or destroy all materials containing Strapi Marks, and (v) each party shall promptly return all Confidential Information of the other party in its possession or control, and upon request, provide the other party with a written certification, signed by one of its officers certifying to the return of all such Confidential Information, except to the extent needed to support existing Customers for the relevant Customer subscription term, in which case, such return and certification shall occur at the end of all relevant Customer subscription term.
e. Survival. Sections 1, 3(c-e), 5, 6, 7, 8, 9 and 10, and any terms which by their nature should survive, shall survive any termination or expiration of this Reseller Agreement.
f. Damages Associated with Termination. Neither party shall be liable to the other party for any claims or damages of any kind arising solely out of a party exercising its termination rights described in this Reseller Agreement, and each party hereby waives, and covenants to the other that it shall not pursue, any compensation or reparation associated with such termination, whether such compensation or reparation results by operation of law or otherwise. For clarity, the foregoing sentence is not intended to affect any remedies a party is entitled to seek in connection with a breach of this Reseller Agreement, nor does such provision affect the obligation of Reseller to pay fees due to Strapi for Solutions resold.
g. Continuance of Activities. If, despite the expiration of this Reseller Agreement, the parties for a period of time continue to do business with each other, the terms of this Reseller Agreement shall continue to govern the relationship between the parties unless otherwise expressly agreed in writing, and except that the relationship may be terminated unilaterally by either party merely by ceasing to do business with the other.
10. General
a. Relationship of Parties. The parties to this Reseller Agreement are independent contractors. There is no relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party nor any of its employees has the authority to bind or commit the other party in any way or to incur any obligation on its behalf.
b. Assignment. This Reseller Agreement and the rights hereunder are not transferable or assignable without the prior written consent of the other party, except to an entity who acquires all or substantially all of the assets or business of a party, whether by sale, merger, operation of law or otherwise. Subject to the foregoing, this Reseller Agreement shall bind and inure to the benefit of each party's permitted successors and assigns.
c. Amendment and Waiver. Except as otherwise expressly provided herein, any provision of this Reseller Agreement may be amended and the observance of any provision of this Reseller Agreement may be waived (either generally or any particular instance and either retroactively or prospectively) only with the written consent of the parties. However, it is the intention of the parties that this Reseller Agreement be controlling over additional or different terms of any quote, order, confirmation, invoice or similar document, even if accepted in writing by both parties, and that waivers and amendments shall be effective only if made by non-preprinted agreements clearly understood by both parties to be an amendment or waiver.
d. Governing Law; Disputes; Arbitration. This Reseller Agreement shall be governed by and construed under the laws of the State of California and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods or UCITA. In the event of any dispute between Reseller and Strapi, the parties shall attempt, promptly and in good faith, to resolve the dispute. The parties agree that any dispute that cannot be resolved by those involved shall be submitted to the senior management of each party for attempted resolution of the dispute. Senior management shall discuss the problem and negotiate in good faith in an effort to resolve the dispute. If senior management, within 30 days after their first communication have not resolved the dispute, then either party may thereafter submit the dispute to binding arbitration. Except as otherwise specifically provided in this Section, each party agrees that any dispute, claim or controversy arising out of or relating to this Reseller Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Reseller Agreement to arbitrate, will be determined by arbitration in San Francisco, California before one arbitrator. If Reseller is in the United States or Canada, the arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. If Reseller is outside the United States or Canada, the arbitration will be administered by JAMS pursuant to its International Arbitration Rules. The language to be used in the arbitral proceedings will be English. Judgment on the arbitral award may be entered in any court having jurisdiction. This clause will not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
e. Headings. Headings and captions are for convenience only and are not to be used in the interpretation of this Reseller Agreement.
f. Notices. Any notice required to be given under this Reseller Agreement shall be in writing and delivered personally, by express overnight mail, or by certified U.S. mail to the other party at the postal address, (or such other postal address provided by each party in accordance with this Section), provided that notices with respect to Strapi Reseller Program may be provided by Strapi via email (using the email address set forth on the Cover Page or submitted to the Partner Portal) and updates and changes to agree for any transaction details may be noticed via email. Notices shall be deemed effective (i) on the date of delivery, if delivered personally; (ii) on the date of email transmission, if sent by email and a response email or other confirmation by the recipient of the receipt of such email is provided; (iii) 1 business day after deposit, if sent by express overnight courier, with written confirmation of receipt; or (iv) 5 business days after posting, if sent by certified U.S. mail.
g. Entire Agreement. This Reseller Agreement supersedes all past and contemporaneous proposals (oral or written), negotiations, conversations, or discussions between or among parties relating to the subject matter of this Reseller Agreement and all past dealing or industry custom.
h. Severability. If any provision of this Reseller Agreement is held by an arbitrator or a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Reseller Agreement shall otherwise remain in full force and effect and enforceable.
i. Counterparts. This Reseller Agreement may be executed and delivered in one or more counterparts (including facsimile, PDF or other electronic counterparts), with the same effect as if the parties had signed the same document. Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one agreement.