ClickUp Licenses Agreement

Last updated: August 25, 2026

1. Introduction

This Agreement (the "Agreement") is entered into by and between you, your successors and assigns ("Client"), and DoInbound, LLC (doing business as ZenPilot), its successors and assigns ("Reseller"), and is effective as of the date the first payment for the Licenses is received ("Effective Date"). Both parties agree to be bound by the terms and conditions herein.

WHEREAS, Reseller is an authorized Solutions Partner and reseller of ClickUp subscription licenses, ClickUp being the product of Mango Technologies, Inc. DBA ClickUp ("ClickUp"); and

WHEREAS, Client desires to purchase and/or maintain one or more ClickUp subscription licenses through Reseller (the "Licenses");

NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Reseller and the Client (individually, each a "Party" and collectively, the "Parties") covenant and agree as follows:

2. Scope & Relationship to ClickUp Terms of Use

2.1 License Provisioning. Reseller will facilitate and bill for the ClickUp subscription Licenses in the plan tier, seat count, and Subscription Term specified on Client's quote or order form. Licenses are sold on annual (twelve-month or longer) Subscription Terms.

2.2 ClickUp Terms of Use Govern the Software. As between ClickUp and Client, the Licenses, and the ClickUp software, products, and services purchased under this Agreement, are governed by ClickUp's Terms of Use, available at https://clickup.com/terms (the "ClickUp ToU"), unless Client has entered into a separately negotiated agreement executed by ClickUp. Client and each of its end users will be required to accept the ClickUp ToU during account creation. Reseller does not and will not accept the ClickUp ToU on Client's behalf. This Agreement governs the resale, billing, and support relationship between Client and Reseller only, and does not modify, expand, or supersede ClickUp's rights or obligations as the software provider.

2.3 No Modification of the Software. Client acknowledges that Reseller does not own, control, or warrant the ClickUp software, and that its features, pricing, and availability are set by ClickUp and may change at ClickUp's sole discretion.

2.4 Additional Seats. Additional Licenses purchased by Client during a Subscription Term will be billed on a prorated basis and will expire concurrently with the initial Subscription Term.

3. Term & Termination

3.1 Term. This Agreement remains in effect as long as Client maintains one or more active Licenses through Reseller and until terminated by either Party pursuant to this Section.

3.2 Termination by Client. Client must provide written notice of any cancellation, seat reduction, or plan downgrade at least sixty (60) days prior to the applicable renewal date. Absent such notice, the Licenses automatically renew for an additional twelve (12) month term. No refunds will be provided for the current or any prepaid term.

3.3 Termination by Reseller. Reseller may terminate the Agreement with thirty (30) days' written notice to Client, or immediately if Client fails to make timely payment or otherwise materially breaches this Agreement.

3.4 Effect of Termination. Upon termination, all unpaid fees become immediately due and payable, and the affected Licenses may be deactivated or transferred at the end of the paid term. Client is responsible for exporting its own data from ClickUp prior to deactivation. Sections related to Confidentiality, Intellectual Property, Non-Solicitation, Limitation of Liability, Indemnification, and Governing Law shall survive termination.

4. Compensation & Payment

4.1 Fees. Client will pay the License fees ("Fees") according to the plan tier, seat count, and Subscription Term specified on Client's quote or order form. Reseller is solely responsible for collecting Fees from Client.

4.2 Payment Method. Payments are made via ACH on an automatically recurring cycle according to the Subscription Term. Client is responsible for any transfer fees charged by its financial institution. Credit card payments are available upon request and will incur a 5% processing fee.

4.3 Automatic Renewal. Licenses automatically renew at the end of each Subscription Term at the then-current rate unless cancelled in accordance with Section 3.2. Client authorizes Reseller to charge the selected payment method for each renewal.

4.4 Price Changes. License pricing is set by ClickUp and may be revised. Reseller will provide email notice of any Fee changes at least thirty (30) days prior to the affected renewal date.

4.5 Late Payment & Suspension. Fees must be paid in full within the stated payment terms. Invoiced amounts receive a seven (7) day grace period once overdue; thereafter, overdue amounts incur a monthly late fee of 5% of the outstanding balance, compounding monthly. Client acknowledges that ClickUp reserves the right to suspend Client's (and its end users') ClickUp accounts for nonpayment or late payment, including where Client has paid Reseller but Reseller's corresponding payment to ClickUp is outstanding. Reseller may also suspend the affected Licenses until payment is received.

4.6 Taxes. Client is responsible for all applicable local, state, and federal taxes and duties (excluding taxes on Reseller's net income). Any tax exemptions must be provided at the time of purchase to apply.

4.7 Refunds. All Fees are non-refundable except (a) as required by law, or (b) to the extent the ClickUp ToU expressly provides Client a right to a refund, in which case any refund issued by ClickUp will be passed through to Client, subject to proration where applicable.

5. Confidentiality

5.1 Non-Disclosure. Both Parties agree to maintain the confidentiality of all proprietary or confidential information disclosed during the term of this Agreement. Such information shall not be used, copied, adapted, or shared with any third party without prior written consent, except as required by law.

5.2 Survival. This confidentiality obligation survives the expiration or termination of this Agreement.

6. Intellectual Property

6.1 ClickUp Ownership. Client acknowledges that all rights, title, and interest in the ClickUp software, products, services, and all associated intellectual property remain the sole and exclusive property of ClickUp (Mango Technologies, Inc.) or its licensors. Nothing in this Agreement transfers any ownership of the software to Client or Reseller. Client's rights to use the software are limited to those granted under the ClickUp ToU.

6.2 Reseller Content. Any pre-existing materials, templates, documentation, or configurations provided by Reseller ("Reseller Content") remain the sole property of Reseller or its licensors and do not become the property of Client.

6.3 Client Data. Client retains ownership of its data. Data handling within the ClickUp software is governed by the ClickUp ToU and ClickUp's Privacy Policy. After termination, Reseller may retain and use aggregated, anonymized data internally for research and improvement of its offerings.

7. Non-Solicitation

7.1 Acknowledgment. Client acknowledges that Reseller has invested significant time, money, and other resources in recruiting, engaging, and training its service providers (including its employees and independent contractors).

7.2 Restriction on Solicitation. Throughout the term of this Agreement and for a period of twenty-four (24) months thereafter, Client shall not, directly or indirectly, (i) solicit, encourage, or induce (or attempt to) any of Reseller's service providers to terminate their relationship with Reseller to accept employment with Client or any other individual or entity, or (ii) hire any such person to perform work for Client in any capacity whatsoever.

7.3 Liquidated Damages. If Client violates this non-solicitation provision, Client shall pay Reseller, within seven (7) days of written demand, liquidated damages equal to seventy-five percent (75%) of the solicited person's gross wages paid by Reseller during the 12-month period preceding the solicitation, or $50,000, whichever is greater. The Parties intend these damages to constitute compensation solely for the solicitation and/or loss of the person, and not a penalty, and agree they are a reasonable estimate of harm that would be difficult to accurately estimate.

8. Support

Reseller will serve as Client's initial point of contact for questions regarding the Licenses and will coordinate with ClickUp as needed. Client acknowledges that ClickUp has no obligation to provide support directly to Client or its end users except to the extent expressly provided in the ClickUp ToU.

9. Portfolio Use

Client irrevocably grants to Reseller the right to display its word mark, logo, and the fact of the licensing relationship on Reseller's website and promotional materials to display Reseller's capabilities and experience.

10. Force Majeure

Neither Party is liable for delays or failures in performance due to events beyond their reasonable control, including acts of God, civil or military authority, war, fire, epidemics, floods, earthquakes, riots, labor disputes, governmental actions, or interruptions, suspensions, or discontinuations of the ClickUp software by ClickUp.

11. Limitation of Liability & Disclaimer

11.1 No Guarantee. The ClickUp software is provided "as is" by ClickUp. Reseller makes no guarantee that the software will be error-free, uninterrupted, or produce any particular outcome, and disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.

11.2 Limitation of Liability. To the fullest extent permitted by law, Reseller shall not be liable to Client for indirect, incidental, consequential, special, or punitive damages, including lost profits or lost savings, even if advised of the possibility of such damages, nor for any damages arising from the ClickUp software itself, its availability, suspension, or any loss of data.

11.3 Cap on Liability. Reseller's total liability to Client under this Agreement shall not exceed the total License Fees actually paid by Client to Reseller in the twelve (12) months preceding the event giving rise to the liability.

12. Indemnification

Client agrees to indemnify, defend, and hold Reseller harmless from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to Client's business activities, use of the Licenses or the ClickUp software, or breach of this Agreement or of the ClickUp ToU.

13. Miscellaneous

13.1 Severability. If any provision is found unlawful or unenforceable, it shall be severed and all remaining provisions shall remain in effect.

13.2 Entire Agreement. This Agreement, together with the ClickUp ToU as applicable to the software, constitutes the entire understanding between the Parties and supersedes all prior agreements.

13.3 Amendments. Any amendments must be made in writing and signed by both Parties.

13.4 Governing Law & Jurisdiction. This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in Butler County, Pennsylvania.

13.5 No Waiver. Failure to enforce any right or provision shall not constitute a waiver of future enforcement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.