White-Label Agency Agreement

1.1 Signing up for an agency plan means you agree to this Agreement. If you sign up on behalf of a company, you confirm you have authority to bind that company.

1.2 Our general Terms of Service also apply to your use of the Services.

1.3 Order of precedence. If documents conflict, they apply in this order: (a) a signed Order Form, for the terms it specifically covers; (b) this Agreement; (c) our Terms of Service.

• Client: a business or brand that the Agency serves using the White-Label Platform.
• Client Account: one workspace on the White-Label Platform for one Client brand, tracked in one country.
• White-Label Platform: the Pagelens platform provided under the Agency's own brand, domain and visual identity.
• Plan: the Pagelens plan (Pulse, Launch, Growth or Enterprise) chosen for a Client Account, with the features and deliverables described at pagelens.ai/pricing.
• Add-ons: optional paid extras for a Client Account, as described at pagelens.ai/pricing.
• Fees: the amounts payable for Plans and Add-ons, as shown in the Agency's order form, checkout or account.
• Client Data: information, content and materials about a Client that the Agency or Client provides to the platform.
• Generated Content: blogs, pages, posts, briefs, reports and other material the Services create for a Client Account.
• Order Form: any order form, proposal or checkout confirmation for agency plans accepted by both parties.
• Services: the Pagelens platform, features and deliverables provided to the Agency under this Agreement.

3.1 Pagelens grants the Agency a non-exclusive, non-transferable, revocable licence, for the term of this Agreement, to provide the Services to its Clients under the Agency's own brand and to charge its Clients for them.

3.2 This licence expressly permits resale of the Services, and replaces the restriction on resale in Section 5 (Acceptable Use) of our Terms of Service for the Agency's use under this Agreement.

3.3 The Agency may set its own prices for its Clients. Pagelens does not control or share in the Agency's resale pricing.

3.4 The Agency may not appoint sub-resellers, sub-licence the platform to another agency, or transfer this Agreement without Pagelens's prior written consent.

3.5 The Agency acts as an independent business. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between the parties, and neither party may bind the other.

4.1 What is white-labelled. On every Plan, at no extra cost, Pagelens provides the platform under the Agency's brand:

• Domain: the platform runs on the Agency's own domain or subdomain (for example, ai.youragency.com).
• Branding: the Agency's logo, colours and favicon on the dashboard and login page.
• Client logins: view-only logins for each Client, under the Agency's brand.
• Agency team: unlimited Agency users, managing all Client Accounts from one dashboard.
• Pagelens branding: not shown in the client-facing platform.

4.2 Setup and Brain training. The Agency points a domain or subdomain to Pagelens through a DNS record and provides its logo, colours and brand details, along with the details Pagelens needs for each Client Account. Setup and Brain training typically take 4 to 7 business days once Pagelens has received all required details. These timelines are estimates, not guarantees, and may vary with the volume and quality of information provided.

4.3 Agency brand assets. The Agency confirms it owns or has the right to use the domain, logo, names and other brand assets it provides, and grants Pagelens a limited licence to use them only to operate the White-Label Platform.

4.4 Presenting the service. The Agency may present the Services to its Clients as its own offering. The Agency must not claim to own the underlying Pagelens technology, and must not remove or alter proprietary notices in parts of the platform visible only to the Agency.

5.1 Minimum of 3. The Agency must keep at least 3 active Client Accounts to use the White-Label Platform. Client Accounts may be on any mix of Plans.

5.2 One brand, one country. Each Client Account covers one Client brand, tracked in one country. More countries can be added through Add-ons.

5.3 Adding accounts. After the first 3, the Agency may add Client Accounts one at a time at the Fee for the chosen Plan. New accounts are billed from the date they are created, as shown in the Agency's account.

5.4 Changing plans. The Agency may move a Client Account to a higher Plan at any time; the new Fee applies from the change. Moves to a lower Plan take effect from the next billing cycle.

5.5 Removing accounts. The Agency may remove a Client Account by initiating cancellation before that account's next renewal date. Access continues until the end of the paid period.

5.6 Export on removal. Before a Client Account is removed, the Agency can download that Client's reports and Generated Content in Markdown (.md) format to move to any CMS of its choice.

6.1 Fees. The Agency pays a monthly Fee for each Client Account based on its Plan, plus any Add-ons it selects, at the prices shown in the Agency's order form, checkout or account at the time of purchase or renewal. Enterprise Fees are agreed in an order form.

6.2 Currency and tax. Agencies in India are billed in INR, plus GST at the applicable rate. International agencies are billed in USD, plus any applicable taxes. All Fees exclude taxes. Where Indian law requires the Agency to deduct tax at source (TDS), the Agency may do so and must provide the TDS certificate within the time required by law.

6.3 Recurring billing. Fees are billed in advance for each billing cycle (monthly, annual or multi-year, as offered by Pagelens) and renew automatically until cancelled under Section 16.2. The Agency authorises Pagelens and its payment providers to charge the payment method on file for each renewal.

6.4 Non-refundable. Unless required by law or agreed by Pagelens in writing, Fees are non-refundable, including for partial months. See also our Refund Policy.

6.5 The Agency pays regardless of its Clients. The Agency is solely responsible for billing and collecting from its own Clients. A Client's non-payment, dispute or cancellation does not reduce or delay the Fees the Agency owes Pagelens.

6.6 Late payment. If Fees remain unpaid 7 days after the due date, Pagelens may suspend the affected Client Accounts or the White-Label Platform after giving notice. Access is restored once all overdue amounts are paid.

6.7 Invoice disputes. The Agency must raise any dispute about an invoice in writing within 15 days of receiving it, and must pay any undisputed amount on time. The parties will work in good faith to resolve the dispute promptly.

6.8 Current plans. Plans, Fees, features, deliverables and Add-ons are as published at pagelens.ai/pricing, which Pagelens may update from time to time. Any change to Fees applies to the Agency from its next renewal. The Services are provided as described there at the relevant time, and continued use of the Services means the Agency accepts the current version.

6.9 Price lock. The Agency can lock its Fees by choosing an annual or multi-year payment plan, where offered by Pagelens and paid in advance. Locked Fees apply for the full prepaid term.

The Agency is responsible for:

1. Its Client relationships, including its own contracts, pricing, invoicing and first-line support to Clients.
2. Authority over Client assets. Holding each Client's permission to track its brand, connect its website, Search Console and CMS, and publish content and send outreach on its behalf.
3. Accurate information. Giving correct Client details (brand, website, competitors, country) and keeping them up to date.
4. Content approvals. Setting up approval rules for each Client Account and reviewing Generated Content where the Plan or Client requires it.
5. Honest claims. Not promising Clients guaranteed AI rankings, citations, traffic or results, and not making claims about the Services that Pagelens has not made.
6. Lawful use. Following the Acceptable Use rules in our Terms of Service and all laws that apply to the Agency and its Clients, including advertising, data protection and anti-spam laws.
7. Account security. Keeping Agency and Client logins secure and telling Pagelens promptly about any unauthorised use.
8. Client terms. Making sure its agreements with Clients are consistent with this Agreement, including that results are not guaranteed, that Clients follow acceptable use rules, and that Pagelens's rights in the platform are protected.
9. Consents. Obtaining any consents and giving any notices required under applicable data protection law before sharing personal data with the Services.

Pagelens will use commercially reasonable efforts to:

1. Provide the White-Label Platform and the deliverables of each active Client Account's Plan.
2. Provide agency onboarding and the support included in each Client Account's Plan.
3. Provide second-line support to the Agency. Pagelens does not provide support directly to the Agency's Clients unless agreed in writing.
4. Use commercially reasonable security measures to protect Agency and Client Data.
5. Give reasonable notice of planned maintenance that may affect the platform.

9.1 Autopilot content. Where a Plan includes autopilot content, Generated Content is created and published automatically to the Client's connected site. By choosing such a Plan for a Client Account, the Agency confirms it has the Client's permission for automatic publishing. Where the platform offers an approval-before-publishing setting, the Agency may turn it on for any Client Account.

9.2 Human-reviewed content. Where a Plan includes human review, the Pagelens team audits and edits Generated Content before it is published.

9.3 Custom pages. Where a Plan includes custom pages, the Agency or Client may request content on its own topics and ideas. The Agency is responsible for the accuracy of facts, claims and materials it supplies for these pages.

9.4 Outreach Agent. Where a Plan includes the Outreach Agent, the agent contacts editorial websites and authors to earn mentions and backlinks for the Client. Pitches are sent only after the approval settings the Agency chooses for each Client Account. Pagelens does not guarantee that any site will publish a mention or link.

9.5 Accuracy. Generated Content is produced with AI assistance. The Agency and its Clients are responsible for checking that published content is accurate and suitable for the Client's business, especially in regulated sectors such as health, finance and law.

9.6 Takedowns. If content published through the Services is subject to a valid legal complaint, Pagelens may unpublish it and will tell the Agency.

10.1 Pagelens platform. All software, technology, algorithms, designs, documentation and platform features remain the exclusive property of Pagelens or its licensors. White-labelling does not transfer any ownership of the Pagelens platform to the Agency or its Clients.

10.2 Client Data. The Agency and its Clients keep ownership of Client Data. The Agency grants Pagelens a licence to use Client Data only to provide and improve the Services.

10.3 Generated Content. Once the Fees for the relevant period are paid, Generated Content created for a Client Account belongs to the Agency or its Client, as they agree between themselves. Pagelens keeps ownership of its templates, methods and know-how used to create it.

11.1 Roles. For Client Data, the Agency (or its Client) decides why and how personal data is used, and Pagelens processes it on the Agency's behalf only to provide the Services. Pagelens may use sub-processors, including cloud hosting and third-party AI model providers, to provide the Services, and remains responsible for them. Our Privacy Policy also applies.

11.2 Compliance. Both parties will follow applicable data protection laws, including India's Digital Personal Data Protection Act, 2023 and the rules made under it, and any other laws that apply to the Agency's Clients. On request, Pagelens will enter into a data processing agreement with the Agency on reasonable terms.

11.3 Confidentiality. Each party will keep the other's non-public business information confidential and use it only for this Agreement. This includes the Agency's Client list, Client Data and pricing, and Pagelens's product roadmap and non-public commercial terms. This does not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or required to be disclosed by law. This obligation continues for 2 years after the Agreement ends.

11.4 Security incidents. Where required by applicable law, Pagelens will notify the Agency after becoming aware of a breach of security affecting Client Data.

12.1 While this Agreement is in force, Pagelens will not knowingly and actively solicit the Agency's Clients to buy the Services directly from Pagelens.

12.2 This does not apply if a Client approaches Pagelens on its own initiative, for example through our website or public marketing, without solicitation by Pagelens.

13.1 Section 6 (Customer References) of our Terms of Service does not apply to the Agency's Clients. Pagelens will not name, show the logo of, or publish results for any Agency Client without the Agency's prior written consent.

13.2 Pagelens may name the Agency as a partner only with the Agency's prior written consent.

14.1 The Services rely on third-party AI engines, search engines, APIs and websites. Pagelens is not responsible for their availability, accuracy, policies or changes.

14.2 AI models and search systems change constantly. Pagelens does not guarantee any specific AI visibility, citations, mentions, backlinks, rankings, traffic, leads or business results for the Agency or its Clients.

14.3 Pagelens does not guarantee uninterrupted or error-free availability. The Services may be unavailable due to maintenance, upgrades, third-party outages or events outside our reasonable control.

14.4 No warranties. The Services, Generated Content, reports and all outputs are provided “as is” and “as available”. To the maximum extent permitted by law, Pagelens disclaims all warranties and representations, express or implied, including any warranty of merchantability, fitness for a particular purpose, accuracy, completeness or non-infringement. AI-generated outputs may contain errors, and the Agency is solely responsible for reviewing them before use.

15.1 Agency indemnity. The Agency will defend, indemnify and hold harmless Pagelens and its directors, employees and affiliates against all claims, losses, damages, penalties and costs (including reasonable legal fees) arising from or relating to: (a) the Agency's Clients or their use of the Services; (b) any promise, representation or contract made by the Agency to a Client; (c) the Agency's breach of this Agreement or of law; (d) content, data or materials supplied by the Agency or its Clients; (e) content published or outreach sent for a Client Account; or (f) the Agency's lack of authority over a Client's assets.

15.2 No indirect losses. To the maximum extent permitted by law, neither party is liable for indirect, incidental, consequential, special or exemplary damages, including lost profits, lost revenue or lost Clients.

15.3 Cap. To the maximum extent permitted by law, Pagelens's total aggregate liability arising out of or relating to this Agreement or the Services, under any theory of liability, will not exceed the Fees actually paid by the Agency to Pagelens in the 3 months before the event giving rise to the claim.

15.4 No liability to Clients. Pagelens has no contract with, and no liability to, the Agency's Clients. Any claim by a Client relating to the Services is the Agency's responsibility and is covered by the Agency's indemnity in Section 15.1.

15.5 Content and outcomes. Pagelens is not liable for any loss arising from Generated Content, published pages, outreach messages, third-party publications, changes in AI or search results, or any decision made based on the Services.

15.6 Exceptions. Sections 15.2 to 15.5 do not limit the Agency's obligation to pay Fees or the Agency's indemnity under Section 15.1. Nothing in this Agreement excludes liability that cannot be excluded under applicable law.

15.7 Time limit for claims. Any claim against Pagelens must be brought within 12 months after the event giving rise to it, or it is waived.

16.1 Recurring subscription. This Agreement starts when the Agency accepts it. The subscription for each Client Account is recurring and renews automatically at the end of each billing cycle (monthly, annual or multi-year) until cancelled.

16.2 Cancellation by the Agency. The Agency can initiate cancellation of its subscription, or of individual Client Accounts, at any time before the next renewal date. Cancellation takes effect at the end of the current billing cycle, and access continues until then. Fees already paid are non-refundable.

16.3 Suspension or termination by Pagelens. Pagelens may suspend or end the Agreement, or individual Client Accounts, if the Agency materially breaches this Agreement and does not fix the breach within 15 days of notice, if its use creates a security or legal risk, or if Fees remain unpaid after notice. Where a risk is urgent, Pagelens may suspend immediately and will notify the Agency as soon as reasonably possible.

16.4 What happens at the end. When the Agreement ends: the white-label domain is disconnected; the Agency has 30 days to download reports and Generated Content in Markdown (.md) format; after that, Pagelens may delete Client Data in line with its Privacy Policy and the law, and has no liability for data not exported within that period. Content already published on a Client's own website stays there.

16.5 Survival. Sections 6 (for amounts owed), 10, 11, 12, 13, 15, 18 and 19, and any other terms that by their nature should continue, survive the end of this Agreement.

Pagelens may update this Agreement from time to time. We will tell the Agency about material changes by email or in the platform. Continuing to use the Services after the changes take effect means the Agency accepts them.

18.1 This Agreement is governed by the laws of India.

18.2 The parties will first try to resolve any dispute through good-faith discussion between senior representatives for 30 days after one party notifies the other in writing.

18.3 If the dispute is not resolved, it is subject to the exclusive jurisdiction of the courts in Bengaluru, Karnataka, India.

19.1 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, outages of third-party AI or cloud providers, government action or network failures. This does not excuse payment of Fees already due.

19.2 Assignment. The Agency may not assign or transfer this Agreement without Pagelens's prior written consent. Pagelens may assign it to an affiliate or as part of a merger, acquisition or sale of its business, with notice to the Agency.

19.3 Notices. Notices to Pagelens must be sent by email to [email protected]. Notices to the Agency will be sent to the email address on its account. Notices are effective when sent, unless a delivery failure is received.

19.4 Entire agreement. This Agreement, any Order Form and the documents it refers to are the entire agreement between the parties about the white-label Services, and replace any earlier discussions about them.

19.5 Severability and waiver. If any part of this Agreement is found unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect. A failure or delay in enforcing any right is not a waiver of it.

19.6 No third-party beneficiaries. This Agreement is only between Pagelens and the Agency. The Agency's Clients and other third parties have no rights under it.

Pagelens Private Limited
235, Binnamangala, IInd Floor, 13 Cross Road, Indiranagar, Bengaluru Urban, Karnataka 560038, India

Mobile: +91 99584 86664 · Email: [email protected] · Website: https://pagelens.ai

The current Plans, deliverables, add-ons and their Fees are available at pagelens.ai/pricing. Usage limits apply per Client Account and do not carry over to the next billing cycle.