---
title: "Reseller Agreement | Ilmiya"
description: "The terms for authorized Ilmiya resellers, with commercial arrangements set out in a separately signed Reseller Schedule."
url: "https://ilmiya.com/partner-program-agreement/"
language: "en"
---
# Reseller Agreement
The terms for authorized Ilmiya resellers, with commercial arrangements set out in a separately signed Reseller Schedule.
This Reseller Agreement governs the appointment and conduct of authorized Ilmiya resellers. Commercial arrangements are established separately for each reseller through a Reseller Schedule signed by both parties.
“Ilmiya,” “we” and “us” mean Ilmiya, Inc., a company based in the United States. “Partner,” “you” and “your” mean the business or independent professional identified in the accepted enrollment document. This agreement takes effect when both parties sign it or Partner expressly accepts it through an enrollment process authorized by Ilmiya. The individual accepting represents that they have reached the age of majority, have legal capacity to contract and are authorized to bind Partner. Resale authority begins only when both parties have signed the applicable Reseller Schedule.
## 1\. The Ilmiya Reseller Program
### Appointment
Ilmiya appoints Partner to market and resell all Ilmiya products and services commercially offered during the appointment, including products introduced after it begins (the “Services”). The territory is worldwide, subject to applicable sanctions, export controls and other law under section 10. The appointment imposes no product-by-product, country-by-country or customer-category approval requirement. A product must be available for the proposed order, and any legal conditions for supplying it must be met. The appointment is non-exclusive unless a signed Reseller Schedule expressly provides otherwise. Resale does not transfer ownership of Ilmiya’s intellectual property.
### Reseller Schedule
The signed Reseller Schedule identifies the parties and sets their commercial arrangement and customer-contracting model. The worldwide, all-product scope applies without a separate list of eligible products or countries. Any agreed departure must expressly identify and amend this section. Partner may also provide referrals, implementation, training and related services independently. Its own services do not create a payment obligation or other commitment for Ilmiya. Partner has no authority to bind Ilmiya, collect payments in Ilmiya’s name or obtain customer data merely through its appointment.
### Independent Business
Partner operates its own business and chooses its customers, sales channels, staffing and marketing methods. It may set its resale prices subject to applicable law and the agreed settlement terms, and may offer other suppliers’ products. This agreement sets no sales quota, minimum purchase, required business hours or non-compete obligation.
### Affiliates and Downstream Resellers
Partner may use affiliates, employees, subcontractors and downstream resellers without separate Ilmiya approval. Partner remains responsible for their conduct under this agreement and must bind them in writing to the applicable customer, intellectual-property, confidentiality, data-protection and trade-compliance requirements before they participate. They receive only the access needed for authorized work. A downstream appointment gives no authority to bind Ilmiya or obtain customer data, and cannot extend beyond Partner’s own rights or term.
### Program Guide
A program guide becomes part of this agreement only when supplied to Partner and expressly accepted or identified in the accepted enrollment document. A portal reference or future guide cannot create additional resale rights or alter agreed commercial terms.
### Partner Tools
If Ilmiya supplies a portal, API, demonstration account, sandbox or enablement resource, Partner may use it only within its stated access permissions and the accepted terms. This agreement does not promise that any particular tool or program tier exists. Partner must ensure that its authorized personnel protect tool credentials and that demonstrations do not expose live customer or learner information without the required authority.
## 2\. Contract Documents and Precedence
### Order of Precedence
This agreement and the signed Reseller Schedule govern the reseller relationship separately from the customer relationship under the [Master Service Agreement](https://ilmiya.com/master-service-agreement/) (“MSA”). The schedule supplies the transaction details. It overrides another provision of this agreement only when it identifies that provision and expressly changes it. This agreement otherwise controls an accepted program guide.
### Customer-Contracting Model
The schedule must identify whether Ilmiya contracts directly with the customer or Partner contracts in its own name. Partner may use its own resale contract without separate approval, provided it preserves the required Ilmiya service and data-protection terms and creates no additional obligation for Ilmiya. In either model, the required service and data-protection terms must be accepted by an authorized customer representative before provisioning. Partner must retain evidence of acceptance and provide it on reasonable request. Partner may not change Ilmiya’s service terms, waive its intellectual-property protections or assume data-processing authority on a customer’s behalf without the necessary authorization. Partner must identify the entity responsible for the customer’s educational offering and support. A white-label offering may use Partner’s or the institution’s own brand.
### Educational Responsibilities
Ilmiya supplies the platform and infrastructure, together with curriculum and learning materials included in the purchased Services. Partner or the institution selects and delivers the materials, makes any adaptations permitted by the applicable license, and remains responsible for its instructional decisions, assessment and grading, admissions, credentials, and commitments to learners or families about educational outcomes. Ilmiya retains its express commitments and the content licenses that govern materials it supplies. Partner must preserve this allocation in its customer terms. An educational provider’s learner-facing service levels, refund terms or promised results do not bind Ilmiya. Ilmiya platform service levels or credits arise only under a separate agreement or schedule signed by Ilmiya and the relevant contracting party. Ilmiya retains its own contractual and statutory duties.
### Partner’s Own Subscription
If Partner purchases Services for its own use, its Order and the MSA govern that separate purchase. Access to program tools and APIs is subject to the accepted [Acceptable Use Policy](https://ilmiya.com/acceptable-usage-policy/) and [Third-Party and Integrations Policy](https://ilmiya.com/third-party-integrations-policy/). These policies cannot change a signed commercial term through publication alone.
### Data Terms and Public Statements
Mandatory law and binding transfer terms separately executed by the parties prevail to the extent required. The applicable data-processing agreement controls personal data within its scope. The [Global Privacy Policy](https://ilmiya.com/privacy-policy/) and [Responsible AI Statement](https://ilmiya.com/responsible-ai-statement/) explain Ilmiya’s data practices; their listing in the Legal Center does not incorporate every current or future website statement into this agreement.
## 3\. Commercial Schedule and Customer Orders
### Custom Compensation
The parties negotiate the commercial arrangement for each reseller. No standard revenue percentage, commission rate, margin, discount or minimum commitment is established by this agreement. A financial entitlement arises only under a Reseller Schedule signed by both parties.
### Schedule Particulars
The schedule must address the following matters as applicable:
| Matter | Terms to be agreed in the signed schedule |
| --- | --- |
| Appointment | The parties, term and customer-contracting model; any express amendment to the worldwide, all-product scope, exclusivity or customer-registration protection. |
| Compensation | Reseller purchase price, discount, commission or revenue share; each party’s percentage where applicable; the calculation base and conditions for earning payment. |
| Settlement | Invoicing party, payment recipient, currency, payment deadlines, reporting, applicable taxes and lawful withholding. |
| Adjustments | Refunds, chargebacks, permitted credits, disputed transactions and any recovery or offset of amounts already paid. |
| Renewals and transition | Renewal pricing or compensation, outstanding orders and treatment of active subscriptions when the reseller appointment ends. |
| Delivery obligations | Customer acceptance, provisioning, support responsibilities and any separately agreed implementation services. |
### Expenses and Independent Sales
Each party bears its own participation expenses unless the schedule expressly states otherwise. Partner may not incur an expense in Ilmiya’s name. The appointment provides no guaranteed sales volume, prospective revenue or entitlement to renewal compensation. Ilmiya may sell directly and appoint other resellers, subject to any protection expressly granted in the signed schedule.
### Orders and Representations
Partner must submit customer orders through the agreed process. An order becomes binding on Ilmiya only when accepted by Ilmiya. Partner must not promise a price, implementation date, service level, credit or regulatory commitment on Ilmiya’s behalf without written authority. The customer agreement must accurately identify the contracting supplier and support responsibilities. Any retail price determined by Partner remains subject to applicable competition law and the agreed commercial model.
### Commissions and Adjustments
Where the schedule uses commissions, a commission is earned only under that schedule’s conditions. Unless the schedule states otherwise, commission-bearing revenue means customer fees Ilmiya has received and retained, excluding taxes, credits, refunds and chargebacks. Ilmiya may adjust a subsequent payment or request repayment of a commission attributable to refunded or reversed revenue, supported by an account statement. Ilmiya may offset an undisputed amount Partner owes under this agreement against an amount due to Partner, where lawful.
### Taxes
The party identified as responsible for billing must issue lawful invoices and account for applicable transaction taxes. Required tax withholding must be supported by the appropriate payment evidence and handled under the signed schedule. Partner must not represent that it can collect a tax or payment on Ilmiya’s behalf without authorization.
### Customer Transition
Termination of the reseller relationship does not itself cancel a customer’s separately accepted Ilmiya subscription. The parties must follow the agreed transition arrangements while preserving the customer’s contractual and data-protection rights.
## 4\. Partner Responsibilities and Restrictions
### Accurate Representations
Partner may create and publish its own marketing materials without prior approval. It must describe the Services and its role accurately, use current product information, and avoid claims of an unverified certification, regulatory approval, hosting location or guaranteed AI outcome. A demonstration or roadmap must not be presented as an available contracted feature. Partner must not represent that Ilmiya guarantees a learning or examination result, admission, credential recognition, accreditation or employment. Partner is responsible for its independently supplied services and for any warranty or representation it makes without Ilmiya’s written approval.
### White-Label Marketing and Translation
Promotional materials and customer communications must accurately identify the business responsible for the offering. Partner may market a white-label service under its own or the institution’s brand without displaying Ilmiya’s name or logo, subject to required legal and privacy disclosures. If Partner describes its relationship with Ilmiya, it must do so accurately. It must not claim to be Ilmiya, own Ilmiya’s underlying technology or have authority to alter Ilmiya’s obligations. Partner may translate product information and its own marketing materials without prior approval, preserving their meaning and accuracy. Partner remains responsible for mandatory local disclosures and translation requirements. A translation of Ilmiya’s contractual terms must preserve their substance and must not be presented as an official Ilmiya version without written approval.
### Customer Contact Details
Customer contact details may be shared only for a lawful, disclosed purpose and with any required permission. Partner must honor marketing choices and objections. Student contact details and education records must not be supplied as sales leads or repurposed for advertising.
### Program Communications
Ilmiya may send operational program communications. Optional marketing remains subject to applicable law and the recipient’s choices. Enrollment does not constitute consent on behalf of Partner’s employees or customers.
## 5\. Customer Environments and Student Information
### Customer Authorization
Before you access a customer environment, you need the customer’s authorization. Program membership alone does not give you that access. You must obtain and keep a record of the customer’s authorization before access, including the purpose, permitted data, people with access and duration. Access must end when authorization expires or is withdrawn. You must use the approved interfaces and least-privilege permissions.
### Student and Child Data
You must protect all student and child information you handle. You may process that information only for the authorized educational or operational purpose and under an appropriate written agreement. You must not sell it, use it for advertising or unrelated profiling, or use it to train your own or another provider’s models.
### Notice and Consent
Partner must follow the customer’s lawful instructions and applicable student-privacy laws. Before assisting with student provisioning, Partner must confirm that an authorized customer representative has established the required notice and authorization process for the intended use. Ilmiya supplies the direct notice; the institution or educator is responsible for distributing it as required and collecting and recording the required authorization or consent. A school may authorize qualifying educational use where the law permits. An independent educator, tutoring center or other private organization must establish its own authority and obtain parental consent where required; an educational purpose alone does not confer a school’s authority. The documented process must cover the features being enabled and any separate consent required for them. Voice and AI features are optional. Partner must preserve the ability to decline those features while retaining access to core learning, and must not represent them as a condition of general access.
Partner cannot provide school authorization or parental consent merely because it holds a reseller appointment. Ilmiya and the customer retain the duties the law assigns to each of them, including Ilmiya’s duties as an operator under COPPA. See the [Children’s and Students’ Privacy Notice](https://ilmiya.com/privacy-disclosure/), [School and Institution Consent](https://ilmiya.com/parental-consent/) and [Student Privacy Commitments](https://ilmiya.com/student-privacy-commitments/).
### Recordings and AI Information
Recorded voices, messages, chat threads, AI prompts and generated transcripts can all contain student information. You must not treat them as freely reusable training material, publicity, or an anonymous dataset.
## 6\. Privacy and Data Protection
### Role-Specific Obligations
Each party must comply with the privacy duties that apply to its role. If we process personal data on your behalf as our customer, the [Data Protection Addendum](https://ilmiya.com/data-protection-addendum/) applies within that scope.
If you process personal data on our behalf, the parties must sign suitable processor terms before access begins. The customer DPA does not automatically reverse the parties’ roles. If you act independently for a customer, you must have the appropriate customer contract and notices. A referral relationship does not establish joint control of every piece of data.
### Worldwide Services and Transfers
These terms apply to the Services worldwide. Each party must meet the data-protection laws applicable to its activities. The DPA governs processing of customer personal data and the safeguards required for international transfers. This agreement creates no separate country or feature approval process.
International transfers follow the safeguards required by the data-protection agreement applicable to each party’s processing role. Required safeguards must remain in place for the affected processing. Partner may promise a hosting location or data-residency arrangement only when Ilmiya has expressly agreed to it.
Customer Data is currently hosted, stored and processed in the United States under the DPA, including enabled AI and voice processing. Ilmiya does not currently offer local-country data residency. Partner must communicate that arrangement accurately. This standard arrangement requires no separate country approval or processing-country schedule, while any additional processing country remains subject to the DPA’s notice and safeguard requirements.
### Subprocessors
Our own service providers are addressed in the DPA and [Subprocessors List](https://ilmiya.com/sub-processors-list/). You cannot add a vendor to our processing chain without the required approval.
## 7\. Security and Incident Response
### Credential and System Security
You must use security measures appropriate to the information you handle, including access controls, encryption in transit and at rest, protected credentials, personnel confidentiality, and timely remediation of known vulnerabilities. You must not put secrets in public code or share an individual’s credentials. Compromised credentials must be revoked or rotated promptly.
### Incident Reporting
You must notify [support@ilmiya.com](mailto:support@ilmiya.com) without undue delay and within 24 hours after discovering an actual or reasonably suspected security incident affecting customer data, partner credentials or an Ilmiya-connected system. The initial report may be incomplete; you must provide updates as you learn more, preserve relevant evidence, contain the problem and cooperate with the response.
### Required Communications
The parties will coordinate communications where lawful and practicable. Coordination must not prevent or delay a notification required by law or an applicable customer agreement. You must not imply that we approved a public statement unless we did.
### Return and Deletion
You will retain customer information only for the authorized purpose and an applicable legal duty. At the end of authorization, you must return or delete the information as the governing data-processing agreement requires. A necessary legal hold must be limited to the information and period required and protected against other use.
## 8\. Brand Features and Intellectual Property
### Ownership
Ilmiya and its licensors retain their respective rights in the Services, supplied curriculum and learning materials, and their underlying software, interfaces, models, documentation, designs, trademarks and other proprietary materials, including improvements. The customer and its licensors retain their rights in Customer Data and original content, including their original contributions to permitted adaptations. Resale, local implementation or payment of fees does not transfer ownership of the underlying Ilmiya or third-party materials.
### Curriculum and Implementation Rights
The standard curriculum license in section 8 of the MSA applies to materials included in each customer’s purchased Services. It permits use, adaptation, translation and sharing with authorized staff and enrolled learners within the purchased scope, including a white-label educational offering, without separate course approval. Partner may exercise the corresponding rights needed to implement and deliver those purchased Services for that customer. The appointment does not authorize standalone resale or sublicensing of source materials or content libraries, distribution outside the licensed offering, or transfer of underlying intellectual property unless separately agreed in writing. Third-party license terms supplied with separately identified materials remain applicable; Partner cannot grant rights beyond those held by the relevant licensor.
### Restrictions
Partner must not copy, modify, translate, distribute or create derivative works from Ilmiya’s proprietary materials except to the extent expressly authorized. Partner must not remove ownership notices, bypass license or access restrictions, obtain source code through unauthorized means, or use Ilmiya’s confidential information to create or assist a competing service. Reverse engineering is prohibited except where applicable law permits it despite this restriction. These terms preserve rights of lawful interoperability, independent development and other activity that cannot lawfully be restricted.
### White-Label Use
A downstream reseller may participate under section 1. Partner and its institutional customers may present the educational offering under their own names and brands using the branding and domain configurations included in the ordered Services, without separate white-label approval. This permission does not authorize changes to the underlying software, removal of required legal or proprietary notices, embedding beyond permitted interfaces, or an intellectual-property sublicense outside the ordinary resale rights. Those additional rights require separate written authorization. Partner must not register or use a business name, domain, social-media account or mark that impersonates Ilmiya or creates a misleading impression of ownership or affiliation. Partner must promptly notify Ilmiya of suspected infringement, counterfeit access or misuse of Ilmiya materials that it discovers through the relationship, and provide reasonable assistance in protecting those rights.
### License to Partner
During the appointment, Ilmiya grants Partner a non-exclusive, royalty-free permission to use the Ilmiya marks and promotional assets supplied by Ilmiya or made available in its Brand Kit to market and resell the Services. Partner may permit the people and businesses engaged under section 1 to use those assets for the same purpose, subject to the same protections. Ordinary advertising, reseller campaigns and accurate statements of reseller status require no separate approval. Partner may reproduce, resize and arrange the supplied assets within its own materials, preserving the marks’ proportions, colors and identity. Promotional text may be translated under section 4. Other changes to an Ilmiya mark require written approval. Partner must follow the [Brand Guidelines](https://ilmiya.com/brand-guidelines/), use only designations and badges for which it qualifies, and promptly correct inaccurate or unauthorized uses. All goodwill arising from the Ilmiya marks belongs to Ilmiya.
### License to Ilmiya
Partner grants Ilmiya equivalent permission during the term to identify Partner by its approved name and logo in program directories and related materials. Goodwill in Partner’s marks belongs to Partner. Neither permission includes student identities, images, work or voices.
### Publicity and Brand Corrections
Either party may require correction of an inaccurate use of its materials and may withdraw a brand permission on reasonable notice. An unlawful or misleading use must cease promptly. Each party may make accurate public statements about its own business and the reseller relationship. A statement made in the other party’s name, or presented as a joint announcement, requires that party’s written approval unless disclosure is required by law. Ownership, use restrictions and the duty to cease unauthorized use survive the end of this agreement.
## 9\. Confidentiality
### Confidential Information
The recipient must protect information marked confidential or that a reasonable person would understand to be confidential. It may use it only to perform this agreement or exercise rights under it, apply at least reasonable care, and share it only with people who need it and owe suitable confidentiality duties.
### Exceptions
These duties do not apply to information the recipient can show it lawfully knew already, developed independently, received without restriction from a lawful source, or that became public without a breach. A legally required disclosure is permitted to the extent necessary, with advance notice where lawful.
### Survival
Confidentiality duties continue for five years after each disclosure. Trade secrets remain protected while they qualify as trade secrets. Personal and student data remain protected while held, including after this agreement ends. Retaining information under this section does not itself create a lawful reason to keep it.
## 10\. Business Integrity
### Compliance with Laws
Ilmiya is a U.S.-based company. Partner must comply with the laws applicable to its activities in every country in which it markets, sells or provides services, together with the U.S. requirements applicable to the transaction and the obligations in this agreement. Local permission does not authorize conduct prohibited by applicable U.S. law, and an Ilmiya approval does not replace a required local license or authorization.
### Business Authorizations
Partner is responsible for registrations, licenses and permissions legally required for its business and for compliance with applicable consumer-protection, competition, procurement, tax and data-protection law. Partner cannot commit Ilmiya to additional obligations, a local presence or a change to the Services without Ilmiya’s written agreement. Partner may not establish a branch, agency or other legal presence in Ilmiya’s name without written authority.
### Sanctions and Export Controls
Each party must comply with sanctions and export controls applicable to its activities, including applicable U.S. requirements. The worldwide appointment does not authorize a prohibited transaction or evasion of a restriction. Where law requires a license or other authorization, it must be valid and its conditions met.
### Anti-Bribery
Partner must comply with applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act where applicable. It must not offer or provide an improper payment or benefit to obtain business, including through an intermediary or to an employee of a public educational institution. Partner must record payments accurately and must not use a subcontractor to engage in prohibited conduct.
### Legal Conflicts
If Partner discovers a legal conflict, prohibited transaction or material compliance concern, it must promptly notify Ilmiya and suspend the affected activity where required to comply with law. Compliance with this agreement never requires an unlawful act.
### Records
Partner must maintain accurate records needed to verify authorized activity, payments and customer approvals during the term and for one year after it ends, subject to a longer legal duty. This requirement does not authorize unnecessary retention of student content.
### Audit
On 30 days’ written notice, Ilmiya or an independent auditor bound by confidentiality may review relevant records during normal business hours, initially at Ilmiya’s expense. If the review establishes a material breach or an underpayment exceeding 5% for the period reviewed, Partner must reimburse reasonable audit costs and correct the breach or underpayment. The review must avoid unnecessary personal data and unrelated confidential records. An urgent security or legal investigation may require shorter notice with reasonable safeguards. The applicable processor agreement controls an audit of processing under that agreement.
## 11\. Term and Termination
### Ending the Appointment
Either party may end participation with 30 days’ written notice. Either may terminate for a material breach that remains uncured 30 days after notice describing it. We may suspend affected access immediately when reasonably necessary to protect data or comply with law, and may terminate for a serious breach that cannot be cured, unlawful bribery or sanctions activity, or material misuse of student information.
### Effect of Termination
When this agreement ends, stop using program badges and Ilmiya materials, and stop claiming that you remain an approved partner. Access permissions end and data must be returned or deleted under the applicable data terms. Amounts already earned or payable remain governed by the signed Reseller Schedule and its lawful adjustments. You have no entitlement to prospective commissions, renewal revenue, lost opportunity, goodwill compensation or reimbursement of investments merely because participation ends, unless the signed Reseller Schedule or mandatory law requires it. The parties must cooperate on an orderly transition for affected customers without expanding your authority. Extra transition work by us requires an agreed scope and price unless it is already a contractual duty.
### Changes
A signed amendment or schedule can change this agreement. We may update non-material program procedures and give at least 30 days’ notice of material proposed changes to future activities. A posted guide does not narrow the worldwide, all-product appointment or change agreed commissions, accrued rights, liability limits or existing customer commitments. Changes to those terms require express acceptance, and you may end participation before a future change takes effect. A legally required urgent restriction may take effect sooner with prompt notice.
## 12\. Disclaimer and Limitation of Liability
### Disclaimer
Except for an express promise in this agreement or a separate customer agreement, program materials and tools are provided as available. To the extent the law permits, Ilmiya disclaims implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. This does not remove privacy, confidentiality or security duties, or a warranty in a paid customer Order.
### Excluded Losses
To the extent the law permits, neither party is liable for indirect, special, incidental, consequential, exemplary or punitive damages, or lost revenue, anticipated profits, opportunity or goodwill. The listed revenue, profit, opportunity and goodwill exclusions apply whether the claimed loss is direct or indirect.
### Ilmiya Liability
Ilmiya’s total aggregate liability under this partner agreement, including its confidentiality duties and the indemnity in section 13, is limited to the greater of **US$1,000** or program participation fees Partner paid to Ilmiya under this agreement in the 12 months before the first event giving rise to the claim. Customer subscription fees governed by a separate MSA and commissions Ilmiya pays Partner do not increase this cap. Defense costs, settlements and awards count toward the cap. If separate events produce different limits, the highest applicable limit is the single aggregate limit; the limits are not added together.
### Partner Liability
Partner’s ordinary contractual liability is subject to the same general cap. That cap and the loss exclusions do not limit Partner’s defense and indemnity duties, its breach of confidentiality or data-protection duties, misuse of Ilmiya intellectual property or credentials, or unauthorized representations or commitments made in Ilmiya’s name. Amounts payable to a third party under a covered indemnity are not excluded merely because the third party’s loss would be indirect to a party here; Ilmiya’s indemnity remains capped.
### Mandatory Rights and Payment
Neither party can limit its liability for fraud, willful misconduct, death or personal injury caused by negligence, or a matter that the law prohibits it from limiting. Payment obligations, including properly earned commissions after applicable adjustments, remain payable. These limits do not prevent an available injunction or required data return or deletion. They are aggregate limits across claims, legal theories and affiliates, and a party cannot recover twice for the same loss. A Reseller Schedule or separately signed processing agreement may expressly set different limits for its subject matter. These contractual limits do not bind a regulator or restrict an individual’s non-waivable rights or remedies under data-protection law, including a statutory right to compensation. Processing someone’s information under this agreement does not by itself make that person bound by these financial limits.
## 13\. Defense and Indemnity
### Ilmiya’s Obligations
Ilmiya will defend Partner against a third-party claim that Partner’s authorized use of an unmodified Ilmiya mark supplied by Ilmiya infringes a U.S. copyright or trademark. It will pay damages and reasonable court costs finally awarded and settlement amounts it approves in writing, subject to section 12. This does not cover Partner’s own marketing content, unauthorized claims, combinations or modifications, or continued use after a reasonable instruction to stop. Ilmiya may supply a replacement, obtain permission for continued use or withdraw the affected permission. This section is Partner’s exclusive contractual remedy for a claim that Ilmiya’s marks infringe, subject to mandatory rights. It does not provide an indemnity for product resale, AI output or Partner’s services.
### Partner’s Obligations
Partner will defend Ilmiya and its affiliates against a third-party claim caused by Partner’s breach of sections 3 through 8 or 10, its services, its unauthorized promises or representations, its gross negligence or willful misconduct, or Ilmiya’s authorized use of Partner’s marks infringing intellectual property rights. Partner will pay damages and reasonable costs finally awarded and settlements it approves, subject to section 12. Partner must not settle a claim in a way that prevents Ilmiya from continuing its lawful business without Ilmiya’s written consent.
### Exclusions and Notice
Neither duty applies to the extent the claim was caused by the protected party’s breach or by modifications or combinations of marks that the owner did not supply or authorize. The protected party must give prompt notice and reasonable assistance, with the defending party paying the reasonable assistance costs. A late notice reduces the duty only to the extent it causes material prejudice.
### Defense and Settlement
The defending party controls the covered defense. It must obtain consent to a settlement that admits fault by, leaves liability for, or imposes a non-monetary obligation on the protected party. The protected party may hire its own non-controlling counsel at its expense. These are the contractual defense duties for covered third-party claims, without limiting termination, a separate agreement, or mandatory rights.
## 14\. Miscellaneous
### Governing Law and Informal Resolution
Delaware law governs, excluding its choice-of-law rules and subject to mandatory local law. The parties will first try to resolve a dispute within 30 days of a written notice. A party may seek urgent relief or file a claim needed to preserve a deadline during that process.
### Arbitration
An unresolved commercial dispute will be decided by one JAMS arbitrator under its [Comprehensive Arbitration Rules](https://www.jamsadr.com/rules-comprehensive-arbitration/), seated in Wilmington, Delaware, in English, where the parties can lawfully agree to that process. A court with jurisdiction may enforce the award. Either party may seek urgent court protection for confidential information or intellectual property, or bring an eligible individual small-claims case.
### Individual Proceedings and Mandatory Rights
To the extent enforceable, claims must be brought individually and each party waives class arbitration and participation as a class representative. This does not restrict a non-waivable remedy or regulatory complaint. A public body must agree lawful replacement terms before joining if it lacks authority to accept the governing law, arbitration, waiver or indemnity provisions. This agreement does not override its statutory limits or sovereign immunity. Nothing in this section restricts an individual’s non-waivable right to complain to a regulator, obtain lawful representation or bring a claim in a court permitted by data-protection law. The UN Convention on Contracts for the International Sale of Goods does not apply.
### Notices
For legal questions and privacy requests, use the [legal inquiry form](https://ilmiya.com/legal-inquiry/). Send formal contractual notices to the other party’s contact in its enrollment document, which takes precedence over general contact details. Unless that document requires another method, Ilmiya’s email contact for formal notices is [legal@ilmiya.com](mailto:legal@ilmiya.com). Notice takes effect when received, and the sender should retain delivery evidence. A bounced email is not delivery. Service of court proceedings follows applicable law.
### Assignment and Change of Control
Neither party may assign the agreement without written consent, except that Ilmiya may assign it to an affiliate or a successor in a merger, reorganization or sale of the relevant business if the successor assumes the obligations. Partner must notify Ilmiya of a change of control within 30 days; Ilmiya may then terminate within 30 days of receiving that notice. An assignment does not relax data-use restrictions.
### Force Majeure, Severability and Waiver
An event beyond a party’s reasonable control may excuse delay while it takes reasonable steps to reduce the effect and informs the other party. It does not excuse accrued payment or a duty that law requires to continue. An unenforceable term does not invalidate the remainder where the law allows it. A delay in enforcing a right is not a waiver.
### No Agency or Third-Party Rights
The parties are independent contractors. The word “partner” does not create a legal partnership, agency, franchise or employment relationship. This agreement creates no third-party rights except those required by law or expressly stated in an applicable signed agreement.
### Entire Agreement, Translation and Survival
This agreement and its signed Reseller Schedules contain the parties’ entire reseller agreement, together with any program materials expressly incorporated under section 1. The English version controls a voluntary translation to the extent the law permits. Duties concerning accrued payments, data, confidentiality, intellectual property, disputes and liability continue as needed after termination.
## 15\. Definitions
**“Affiliate”** means an entity that directly or indirectly controls, is controlled by, or is under common control with a party through ownership of more than 50% of the voting rights or equity interests.
**“Brand Features”** means a party’s trade names, trademarks, service marks, logos, domain names and other distinctive brand identifiers. References to a party’s marks in this agreement include those features within the permission granted.
**“Effective Date”** means the date this agreement takes effect through the signature or authorized enrollment described in its opening provisions. Resale authority begins when the required Reseller Schedule has been signed.
**“Ilmiya Materials”** means documentation, supplied curriculum, learning resources, enablement content and promotional or training materials Ilmiya makes available for the relevant licensed purpose. The applicable curriculum, brand or other license determines the permitted use of each material.
**“Partner Tools”** means a portal, API, sandbox or similar tool Ilmiya makes available for authorized reseller activities, if supplied. Their availability does not itself expand the appointment or grant access to a customer environment.
**“Personal Data”** has the meaning given in the applicable data-processing agreement and law.
**“Program Guide”** means a guide supplied and expressly incorporated under section 1. A future or unpublished guide is not part of this agreement merely because it is mentioned on a portal.
**“Reseller Schedule”** means a schedule signed by both parties that sets the custom commercial arrangement and the other particulars described in section 3.
**“Student Data”** means information, in any format, relating to an identified or identifiable current or former learner or child and handled through the Services or reseller activities. It includes education records and children’s personal information where the applicable law defines them as such.
[All legal documents](https://ilmiya.com/legal/)[Contact legal](https://ilmiya.com/legal-inquiry/)
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