Business Partnership & Franchise Terms

1. Overview

This document outlines general terms applicable to business partnerships with Wisenotary LLC, including White-Label solutions, Franchise arrangements, API integrations, and Referral programs.

Important: This document provides framework terms. Each partnership is subject to a separate, executed agreement that may modify or supplement these terms.

2. Partnership Types

2.1 White-Label Solution

A customizable version of the WiseNotary platform that partners brand and offer to their own clients. Includes core technology, document processing, API access, and technical support.

2.2 Franchise Partnership

Franchise opportunities for entrepreneurs to operate branded notary service businesses using the WiseNotary platform, brand, training, and operational support. Franchisees may also utilize WiseNotary's subcontractor network for courier and apostille services.

2.3 API Integration

API access for businesses to integrate document services into their own applications, workflows, and systems.

2.4 Referral Program

Commission-based referral program for individuals and businesses that refer new clients or partners.

3. Partner Eligibility and Onboarding

All partnerships require WiseNotary's approval. Prospective partners must:

• Demonstrate a legitimate business purpose
• Pass background and compliance checks
• Agree to WiseNotary's Terms of Service, Privacy Policy, and this Agreement
• Provide required business documentation (incorporation, licenses, insurance)
• Complete onboarding training as required
• Maintain valid business licenses and insurance throughout the partnership

4. Licensing and Intellectual Property

4.1 License Grant

WiseNotary grants a limited, non-exclusive, non-transferable, revocable license to use the platform and, where applicable, brand marks in connection with authorized partnership activities.

4.2 Restrictions

Partners shall not:

• Sublicense, sell, or transfer the license without written consent
• Modify, reverse engineer, or create derivative works
• Use WiseNotary's IP outside the scope of the agreement
• Register any confusingly similar trademark, domain, or social media account
• Represent themselves as WiseNotary employees or authorized agents beyond the agreement scope

5. Financial Terms

5.1 Fees

Partnership fees, revenue sharing, and commissions are specified in individual agreements. WiseNotary may modify pricing with 60 days' written notice.

5.2 Revenue Sharing

Based on net revenue after payment processing fees and applicable taxes, as detailed in individual agreements.

5.3 Payment Terms

Typically monthly, as specified in the agreement. WiseNotary may withhold payments for disputed transactions, chargebacks, or suspected fraud.

6. Liability and Indemnification

6.1 Partner Liability

Each Partner is solely responsible for:

• Its own operations, employees, and contractors
• Compliance with all applicable laws in its jurisdiction
• Customer relationships and disputes arising from its operations
• Any representations or warranties made beyond those authorized by WiseNotary
• Maintaining adequate professional liability and general business insurance
• Tax compliance in all operating jurisdictions

6.2 WiseNotary's Limited Liability

WISENOTARY SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) A PARTNER'S OPERATIONS, MARKETING, OR CUSTOMER RELATIONSHIPS; (B) FAILURE TO COMPLY WITH APPLICABLE LAWS; (C) UNAUTHORIZED REPRESENTATIONS; OR (D) ACTS OR OMISSIONS OF A PARTNER'S EMPLOYEES OR CONTRACTORS.

6.3 Mutual Indemnification

Each party indemnifies the other from third-party claims arising from: (a) breach of the partnership agreement; (b) negligence or willful misconduct; or (c) violation of applicable laws.

7. Confidentiality

Each party shall maintain confidentiality of all non-public information disclosed in connection with the partnership. This includes business plans, financial data, customer information, technical specifications, and proprietary methodologies. This obligation survives termination for 5 years.

8. Termination

8.1 For Convenience

Either party may terminate with 90 days' written notice.

8.2 For Cause

Immediate termination upon: (a) material breach uncured after 30 days; (b) insolvency/bankruptcy; (c) fraudulent or illegal activity; or (d) material harm to reputation.

8.3 Post-Termination

Partner shall: (a) cease all use of WiseNotary trademarks; (b) return or destroy confidential information; (c) stop representing as a WiseNotary partner; and (d) cooperate in orderly customer transition.

9. Non-Competition and Non-Solicitation

During the partnership and for 12 months after termination, Partners agree not to: (a) develop or operate a competing platform; (b) solicit WiseNotary's employees, contractors, or other partners; or (c) encourage WiseNotary customers to migrate to competing platforms.

10. Governing Law

Governed by Delaware law. Disputes resolved by binding arbitration per the Terms of Service.

11. Contact

Partnership inquiries: partners@wisenotary.com
Legal: legal@wisenotary.com