“Who Did I Just Buy This From?” — Negotiating SaaS Deals Through Cloud Marketplaces and Resellers

[TONY]

Hello, I’m Tony Mangino from TC2, and this is Staying Connected—the podcast where we talk about what really matters to enterprise buyers navigating today’s technology and sourcing decisions. Today we’re tackling a topic that procurement teams, in-house counsel, and finance leaders are running into more and more: buying SaaS software through a cloud marketplace — think AWS Marketplace or Google Cloud Marketplace — and doing it through a reseller instead of going straight to the vendor.

Now, why does this matter? Because marketplace purchases can count toward your committed cloud spend. That’s real money. Analysts project that by 2027, at least half of all marketplace procurement will flow through channel partners. Deal sizes can be four to five times larger, and contracts can close much faster than when negotiating directly with the vendor. Sounds great, right? But here’s the thing: the legal complexity? It doubles. At least.

To get your head around the complexity here, consider this analogy. Imagine ordering a custom pizza through a delivery app. The app is your marketplace platform. The delivery driver is your reseller. And the pizzeria making your pie? That’s the SaaS vendor. Three parties. Three sets of terms. One hungry customer.

The Three-Party Structure

[TONY]

To help us work through all of this, I’m joined by Deb Boehling, a Partner at LB3, who handles these negotiations from the inside as commercial counsel. Deb, welcome back to Staying Connected. Let’s start at the foundation: what actually makes buying through a marketplace reseller different from going direct?

[DEB]

In a direct deal, it’s straightforward — one vendor, one contract, one counterparty. But, you can’t always get a direct deal, some providers, like Varonis, only offer their services through a reseller or channel partner.  That’s when you end up in a marketplace-reseller deal, and you’ve got a triangle. There’s the end customer — that’s you. There’s the reseller, or channel partner — think of a CDW, Insight, Presidio, WWT — who creates the private offer and becomes the seller of record. And then there’s the underlying SaaS vendor — the company that actually built and operates the software, say a data-security platform like Crowdstrike, Cyera, Varonis.

On AWS, this mechanism is called a Channel Partner Private Offer. The vendor gives the reseller a selling authorization; the reseller creates a custom offer for you with its own pricing. On Google Cloud, it’s the Marketplace Channel Private Offer — similar structure, the reseller creates a sub-billing account, and the platform handles disbursement.

Back to our pizza analogy: you’re not calling the pizzeria directly. You’re placing the order on the app, a delivery driver accepts it, and the pizzeria makes it. Each of those three has their own terms of service. And none of them necessarily talk to each other about what the other promised you.

[TONY]

So that’s why this three-party structure exists. Deb, how do these negotiations actually play out?

Three-Party Negotiations

[DEB]

Here’s where it gets interesting. You’re not running one negotiation. You’re managing three tracks — sometimes simultaneously.

Track one: Customer and Reseller. This is your pricing negotiation. The order form, the discount, the reseller’s own terms. This is where you talk dollars.

Track two: Customer and Vendor. This is the end user license agreement — the EULA — and it’s where all the legal substance lives. The data processing addendum for GDPR and CCPA compliance. Indemnification — and watch this carefully, because vendors often require the customer to indemnify them for broad categories of claims, while capping their own liability at something like twelve months of fees. And then there are the surprise obligations — overage charges, consumption-based fees, auto-renewal terms — things that aren’t on the reseller’s order form but are buried in the click-through EULA.

Track three: Vendor and Reseller. The authorized reseller agreement governs what the reseller is actually allowed to promise you. And here’s the key — that agreement is one you typically never see.

Back to pizza: the delivery app sets pricing. The pizzeria sets what’s actually on the menu and their food safety standards. And there’s a separate contract between the app and the pizzeria about delivery windows and refund policies that you, the customer, never read.

[TONY]

So that invisible third agreement is likely where things can fall apart. That brings us to flow-through risk — Deb, what goes wrong when obligations don’t carry across all three parties?

Flow-Through Obligation Risks

[DEB]

Flow-through risk is what happens when the promises made between one pair of parties don’t actually bind the third. The reseller tells you there’s a ninety-nine-point-nine percent uptime SLA. Great. But if the vendor’s EULA disclaims any uptime guarantee? That reseller promise is legally worthless.

Same for support, data protection, and termination rights. The reseller order form might say twelve-month term. The vendor EULA says they can terminate on thirty days’ notice and you get thirty days to export your data before deletion. Those don’t line up. You could lose access mid-contract.

Here’s a concrete example. You order a pizza through the app. It arrives cold. You call the app — they say, “Talk to the driver.” You call the driver — they say, “Talk to the pizzeria.” You call the pizzeria — they say, “We handed it off hot; talk to the app.” That’s the finger-pointing triangle. And in the SaaS world, instead of a cold pizza, it’s a data breach or a critical outage — and nobody owns the support obligation.

[TONY]

So those flow-through gaps are the real risk. Now, navigating these parallel negotiations takes some finesse — Deb, what can a customer share, and with whom?

The Fine Line on Information Sharing

[DEB]

This is where the art of negotiation meets the discipline of confidentiality. You’re negotiating price with the reseller. You’re negotiating legal terms directly with the vendor. Both tracks have confidentiality obligations. And the marketplace itself doesn’t automatically share buyer details with sellers.

So what’s the play? Compartmentalize. Negotiate each lever with the party that controls it. The reseller controls your pricing and discount. The vendor controls the EULA, DPA, indemnity, and SLA. Don’t reveal your full price ceiling to the vendor, and don’t share your legal redlines prematurely with the reseller.

That said, there are moments where looping in the reseller strategically — letting them advocate to the vendor on your behalf — can unlock concessions you wouldn’t get alone. But mind the confidentiality obligations running in both directions. The reseller agreement likely protects pricing and roadmap information. Respect that, and expect the same respect from them.

[TONY]

That’s a useful framework on information sharing. Deb, what are the practical takeaways for counsel heading into their next deal?

Practical Takeaways

[DEB]

Number one: identify the controlling document. Which terms actually govern if there’s a conflict? Is there an order-of-precedence clause? If not, that’s a red flag.

Number two: read the EULA yourself. Don’t rely on the reseller’s summary. Look at the DPA, the liability cap, the indemnification obligations in both directions, and any auto-renewal or overage provisions.

Number three: ask who owns each issue. Who is my counterparty for price? For support? For legal terms? For data handling on termination?

Number four: check term alignment. Does the reseller order form, the marketplace subscription, and the vendor EULA all terminate on the same date? What happens to your data if one expires before another?

And number five: watch for reseller promises that aren’t reflected in the vendor’s EULA. If the reseller promises something the vendor hasn’t agreed to, it’s a house of cards.

[TONY]

So, there you have it. Buying SaaS through a marketplace reseller can be faster, can count toward your cloud commit, and can simplify procurement workflows. But legally? You’re managing a three-party relationship where the contracts don’t always talk to each other.

Remember the pizza analogy: if the app, the driver, and the pizzeria each have their own terms and none of them line up, you end up with a cold pizza and no one to complain to.

[DEB]

For me it always comes back to one thing: the protections you can rely on are the ones written into the agreement you actually signed — not the ones promised in a conversation, or buried in a contract you never saw.

[TONY]

Read the EULA. Ask who owns what. And make sure the protections you need are in the contract you actually signed — not just the one someone else signed on your behalf.

To our listeners, if you’d like to discuss the opportunities and risks involved in negotiating SaaS deals through Cloud Marketplaces and Resellers – or if you’d like to discuss any other technology strategy, sourcing, and cost reduction needs—with Deb, me, or any of our LB3 and TC2, please give us a call or shoot us an email.

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