Hey there - AppSumo Partner!

Welcome to our super boring (but according to our lawyer, totally necessary) Partner Terms.

Since you’re reading this, you’re probably an AppSumo Partner, or interested in becoming one, (a “Partner”, for short) so you can sell your digital products on the AppSumo marketplace.

Keep in mind that you are legally bound by the terms of this policy, and it is also not the only document you agree to follow when you participate in the AppSumo marketplace. For example, by participating in the AppSumo marketplace, you agree to adhere to all agreements you enter into with us, such as our Terms of Use (which incorporates additional agreements) and other agreements that include additional terms that apply to specific features, products or services. To the extent any additional terms conflict with these Terms, the additional terms govern with respect to your access to or use of the applicable service. Violations of our policies or these agreements have legal consequences such as those specifically set forth in our Terms of Use.

Enjoy and thanks for being an awesome Partner!

AppSumo Team <3

Partner Terms

These Partner Terms (the “Terms”) are a legally binding contract between Sumo Group, Inc. (“AppSumo”, “we”, “us”, or “our”) and you (“Partner”, “you”, or “your”). Together, AppSumo and Partner are the “Parties” and each is a “Party.”

By selling a digital product or service (“Product”) through AppSumo’s online digital marketplace (the “Marketplace”), you are agreeing to:

These Terms,
Our Terms of Use which includes your agreement to arbitrate claims and other important terms, such as those regarding liability limitations, disclaimers, and indemnification, and further incorporates several AppSumo policies, including our Privacy Policy,
Your Promotion Agreement, if you are a "Select Partner" (And keep in mind that, unless otherwise stated, the term “Partner” includes a Select Partner),
AppSumo’s Partner Policies, which includes our Community Policy and, if you self-list your Product on our Marketplace (making your product a “Non-Select Product”), our Listing & Updates Policy and Payments Policy as well, and
Additional agreements that may be referenced and incorporated in these Terms or any of the above-referenced agreements.

Understanding these terms is important because they form a legally binding agreement between you and AppSumo in relation to your use of AppSumo’s services as of the date the listing of your Product first becomes publicly available for purchase on the Marketplace (the “Launch Date”).

1. Product Promotion and Requirements

a. Listing on AppSumo’s Marketplace. AppSumo provides its Marketplace through which you may list your Product and offer it for sale to consumers who visit the Marketplace. In order for your Product to be listed on AppSumo, you must submit for our approval of your Product listing via our online submission process. We are not obligated to include your Product and may decide not to include your Product on the Marketplace at our sole discretion. Approved Products are typically listed on a first-come, first-serve basis once you complete your pre-launch tasks but we reserve the right to determine the date and time upon which your product becomes available for purchase at our sole discretion. At all times, the listing, marketing, and selling of your Product shall be subject to your adherence to our Partner Policies, which address various requirements and obligations surrounding your listing, your share of the revenue generated through sales of your Product, and your use of our Marketplace. If there are conflicting terms between these Terms and the Partner Policies, the Partner Policies shall take precedence to the extent such terms conflict. If you are a Select Partner, the terms and conditions related to the listing, marketing, and selling of your Product will be governed by your Promotion Agreement that you shall enter into prior to your Product’s Launch Date (the “Promotion Agreement”).

c. Promotional Materials. Partner shall provide AppSumo with certain text, graphics, images, music, audio, video, brand assets, and information or other materials (“Promotional Material”). The Promotional Material you provide will be used to market your Product on the Marketplace. The AppSumo team may use and revise your Promotional Material or produce new Promotional Material of its choosing to market your Product on the Marketplace, website, social media posts, graphics, videos, advertisements and other marketing content. If you are a Select Partner, you shall complete and submit the registration form and provide AppSumo with certain text, graphics, images, music, audio, video, information or other materials, videos, brand assets, and other materials (“Creative Content”), and AppSumo will use Partner’s responses to the form and the provided Creative Content to create promotional material, which may include email and/or website copy, social media posts, graphics, videos, advertisements and other marketing content (the “Promotional Material”), which may be used to promote your Product as described in the Promotion Agreement referenced in the preceding section.

d. Marketplace Materials. The Marketplace and AppSumo website, and their entire contents, features and functionality, including all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, are owned by AppSumo, its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Such material, including the Promotional Material, may not be copied, modified, reproduced, downloaded or distributed in any way, in whole or in part, without the express prior written permission of AppSumo, unless and except as is expressly provided in these Terms. As part of the rights granted to AppSumo herein, AppSumo shall not be required to deindex or remove any materials related to any offering or campaign from Google Console or any similar web service, without regard for whether any such campaigns have ended.

e. License Grant. Subject to these Terms, Partner hereby grants to AppSumo a nonexclusive, limited, royalty-free, fully-paid up, revocable license to market, display, perform, copy, transmit, and promote the Promotional Material and otherwise use Partner’s trademarks, service marks, and logos used in connection with the Promotional Material. In addition to the rights granted by such license, AppSumo, during and after the term of these Terms, may include any of the Promotional Material on its websites to reference the fact that the Product was offered through AppSumo.

f. Grant to Customers. Partner shall grant to each purchaser of the Product (“Customer”) a license that entitles the Customer and additional persons (depending on the terms set forth in your Product listing or the applicable Promotion Agreement) to access and use the Product in accordance with the applicable agreements. Partner shall provide a landing page with clear instructions that allows a Customer to redeem and activate their License and begin using the Product in real time by, for example, providing a code or email address. Customer support shall be provided to each Customer by Partner which shall include, at a minimum, email support with a response time of no more than five (5) business days.

g. Customer Communications. Partner shall obtain prior approval from AppSumo before communicating with Customers concerning the Product or AppSumo’s promotions. Partner shall not make, publish, or communicate to any person or in any public forum any statements that may be considered to be disparaging, derogatory or detrimental to the good name or business reputation of AppSumo or its Customers. Partner’s obligations pursuant to this Section shall survive the expiration or termination of these Terms.

h. Notice of Material Changes. Partner agrees that it shall provide at least thirty (30) days’ advance written notice to AppSumo of any material changes to its business that may impact AppSumo or Customers, and if not such 30 days’ advance written notice, as much notice as it is possible for Partner to provide. Such material changes shall include the planning or occurrence of (i) pricing plan changes to Product, (ii) liquidation, bankruptcy or dissolution of Partner and (iii) a merger, acquisition, or transfer of all or substantially all of Partner’s assets or employees to another person or entity (a “Successor Entity”) (each of the foregoing events in this Section 1(g)(iii), a “Corporate Transaction Event”). Partner shall fully cooperate with AppSumo to prepare a strategy to communicate with Customers regarding such material change.

2. Obligations Concerning Customers

a. Access and Customer Data. Partner shall provide the Product to each Customer in accordance with these Terms (including the Promotion Agreement) and, during the Term of these Terms (as defined below) and for 6 months thereafter, enable Customer to access and export any data provided by Customer stored in connection with the Product (“Customer Data”).

b. Readiness and Support. Partner shall be ready to provide Product and customer support by the Launch Date and continue to resolve in a timely manner any reasonable Customer complaints to AppSumo’s satisfaction. In the event Partner fails to provide such resolution within 14 days of Customer’s support request, Partner hereby authorizes AppSumo to issue a refund to such Customer and (i) offset such amount refunded against any payments otherwise due Partner or (ii) require Partner to repay such refunded amounts to AppSumo within 14 days, which Partner hereby agrees to do. Partner’s support obligations shall survive termination of these Terms.

c. Prohibited Fees and Feature Reduction. Partner shall not (i) impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with these Terms, including the terms expressly stated in the Promotion Agreement; or (ii) reduce, limit, or otherwise diminish any feature, functionality, or other offerings of the Product stated in your Promotion Agreement. In the event that Partner so imposes upon Customer additional fees or diminishes the Product offerings, Partner hereby authorizes AppSumo to issue a full refund to all affected Customers and (a) offset such amounts refunded against any payments otherwise due Partner or (b) require Partner to repay to AppSumo such refunded amounts within fourteen (14) days, which Partner shall do. To the extent the Product or its name changes, Customers shall receive the plan that, in AppSumo’s sole determination, most closely matches the Product described within the Promotion Agreement.

d. Release of Source Code. For the avoidance of doubt, this Section 2(d) applies to Partners listing their product(s) on AppSumo. Upon the occurrence of a Release Condition (as defined below), Partners shall provide to AppSumo the most recent version of the source code for each Product sold by AppSumo pursuant to these Terms, provided that AppSumo is not in default hereunder. For the purposes of these Terms, a "Release Condition" shall mean the occurrence of (i) the dissolution or liquidation of a Partner's listing; (ii) the Partners seeking protection under bankruptcy laws or becoming the subject of an involuntary bankruptcy or an assignment for the benefit of creditors; or (iii) Partners becomes insolvent, or makes a transfer in fraud of creditors, or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due or become unable to meet its obligations under these Terms; or (iv) has a receiver, trustee or custodian appointed for, or take possession of, all or substantially all of its assets, either in a proceeding brought by it or in a proceeding brought against it. As a result of the occurrence of a Release Condition, without further actions taken by the Parties, AppSumo shall have all rights and licenses required to use and maintain the Product for the benefit of Customers subject to these Terms.

3. Privacy and Protecting Personal Information

You are responsible for protecting Customers’ personal information you receive or process, and you must comply with all relevant legal requirements. This includes applicable data protection and privacy laws that govern the ways in which you can use Customer information. These laws may require that you post and comply with your own privacy policy, which must be accessible to AppSumo users with whom you interact. Your privacy policy must be compatible with these Terms, our Terms of Use, and our Privacy Policy.

In particular, when you sell your Product on the Marketplace, you may receive and determine what to do with certain personal information, such as when communicating with users and entering into transactions with Customers. This means you process personal information (for example, Customer name and email address) and, to the extent you do so, under various privacy laws, including European Union law, you are an independent controller of data relating to other users that you may have obtained through the Marketplace. As a data controller (that is someone who decides what personal data is collected and the purpose you’ll use the data for) to the extent that you process user personal information outside of the Marketplace, you may be required under applicable data protection and privacy laws to honor requests received from such users for data access, portability, correction, deletion, and objections to processing. Also, if you disclose personal information without the Customer’s proper consent, you are responsible for that unauthorized disclosure. This includes, for example, disclosures you make or unintentional data breaches. For example, you may receive a Customer’s email address or other information. This information may only be used for Product-related communications. You may not use this information for unsolicited commercial messages or unauthorized transactions. Without the Customer’s consent, and subject to other applicable AppSumo policies and laws, you may not add any AppSumo user to your email or physical mailing list, use that person’s identity for marketing, or obtain or retain any payment information. Please bear in mind that you're responsible for knowing the standard of consent required in any given instance. If AppSumo and you are found to be joint data controllers of personal information, and if AppSumo is sued, fined, or otherwise incurs expenses because of something that you did in your capacity as a joint data controller of a Customer’s personal information, you agree to indemnify AppSumo for the expenses it occurs in connection with your processing of Customer’s personal information.

4. Payment Terms

a. Payment. AppSumo shall pay a Select Partner in accordance with its Promotion Agreement and shall pay all other Partners in accordance with the Partner Payments Policy, as may be updated from time to time. Promotion Agreements and our Partner Payments Policy set forth terms, including your revenue share, sales tracking (if applicable), payment schedule, and your obligations concerning AppSumo’s 60-day, no questions asked, money-back guarantee.

b. Offsets and Clawbacks. Amounts due and payable to Partner under this Section 4 shall be subject to reduction, offset, and clawback on account of any Customer returns or refunds or any monies otherwise owed by Partner to AppSumo. For the sake of clarity, the amount of such reduction, offset, or clawback, as the case may be, shall comprise the gross amount of sales required to fully refund such Customers and therefore shall not be limited to the amount of revenue you have earned from AppSumo.

c. Improper Acts. If AppSumo suspects, in its sole discretion, that you or third-parties have engaged in fraud or other improper acts to generate sales of Products, we may delay, withhold, or cancel payments in connection with such sales that otherwise would be due to Partner an amount sufficient, in AppSumo’s sole discretion, to protect and indemnify it from any harm caused by any such improper acts committed by Partner. AppSumo reserves the right to recoup or clawback from you any payment determined by AppSumo in its sole discretion to have resulted from such improper acts within five (5) business days following the receipt of written notice.

5. Term; Termination; Successor Liability

a. Term. Unless otherwise specified in a Promotion Agreement, these Terms shall commence on the Launch Date (if AppSumo approves the listing) and shall remain in effect unless and until either Party terminates these Terms in accordance with this Section 5.

b. Termination. Unless otherwise specified in a Promotion Agreement, either Party may terminate these Terms upon thirty (30) days written notice to the other Party in the event that such other Party (i) fails to perform or breaches any material term or condition of these Terms and (ii) does not cure such breach within thirty (30) days following the receipt of written notice from the non-breaching party specifying the nature of the breach in reasonable detail. AppSumo may terminate these Terms, or any related Promotion Agreement, at any time, for any reason or no reason. Notwithstanding anything to the contrary, Partner’s obligations that arose prior to such termination shall remain in full force and effect and shall not be revoked or adversely effected as a result of the termination of these Terms or any other agreement by Partner. For the avoidance of doubt, these obligations include Partner’s obligations to maintain and support the Product for Customers’ use, including those obligations set forth in Section 1(e)-(g) and Section 2.

c. Successors and Permitted Assigns. These Terms and the Promotion Agreement shall be binding upon the Parties hereto and their respective successors and permitted assigns.

d. Successor Liability. If a Corporate Transaction Event occurs with respect to a Partner, Partner and Successor Entity (as defined below) shall be jointly and severally liable for paying to AppSumo within fourteen (14) days’ of the consummation of any Corporate Transaction Event the gross amount of sales required to fully refund Customers and therefore shall not be limited to the amount of revenue you have earned from AppSumo (“Liquidated Damages”); provided, however, that if and so long as Successor Entity assumes all of the obligations and liabilities of Partner under these Terms, including its continuing to honor all obligations in connection with each Product sold under these Terms, the Partner and the Successor Entity shall not be required to pay Liquidated Damages. A Successor Entity assuming such obligations shall be the Partner with respect to these Terms. The Parties intend that the Liquidated Damages constitute compensation, and not a penalty. The parties acknowledge and agree that the harm to AppSumo and its Customers caused by a failure of Successor Entity to assume all of the obligations and liabilities of Partner under these Terms would be impossible or very difficult to accurately estimate as of the Effective Date, and the Parties agree that the Liquidated Damages sum represents a fair and reasonable estimate of AppSumo’s actual damages that might arise from such failure. For the sake of clarity, the sum of Liquidated Damages owed to AppSumo under this Section 5(c) shall not be limited by any provision of these Terms, a Promotion Agreement, or our Partner Policies.

6. Representations and Warranties; Limitation on Liability, Warranty Disclaimers

a. Representations and Warranties. Partner hereby represents and warrants to AppSumo that: (i) it has full rights, powers and authorities to enter into these Terms and to perform the acts required of it; (ii) it is the full and exclusive owner of all right, title, and interest in and to the Product and associated intellectual property; (iii) its execution of these Terms, and its performance of its obligations and duties hereunder, do not and will not violate (a) any agreement to which it is a party or by which it is otherwise bound or (b) any applicable law or governmental regulation to which Partner is subject, including but not limited to, laws, rules and regulations relating to data protection, data privacy, advertising, electronic communications and solicitations, and telemarketing, and, in particular, Section 5 of the FTC Act, the CAN-SPAM Act of 2003 (“CAN-SPAM”), The European Union’s General Data Protection Regulation (“GDPR”), and the California Consumer Privacy Act (“CCPA”); (iv) when accepted, these Terms shall constitute the legal, valid and binding obligation of Partner; and (v) that it has the full legal right and authority to grant the rights and licenses (a) granted to AppSumo hereunder, including those with respect to AppSumo’s use of the Promotional Material and the Products and (b) associated with Customers’ use of the Products. For the sake of clarity, Partner represents and warrants that the sale and use of the Product by AppSumo and the Customer’s use of the Product will not infringe or otherwise violate the intellectual property rights, including patent rights, of any third party.

b. Limitation on Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY ASPECT OF THESE TERMS AND THE PROMOTION AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT WITH RESPECT TO INDEMNIFICATION (SECTION 7), OBLIGATIONS CONCERNING CUSTOMERS (SECTION 2, PAYMENT TERMS (SECTION 4), SUCCESSOR LIABILITY (SECTION 5(D)), CONFIDENTIALITY (SECTION 8(D), AND ATTORNEY’S FEES (SECTION 8(H)), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER PARTY UNDER THESE TERMS EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY APPSUMO TO PARTNER PURSUANT TO THESE TERMS AND/OR PROMOTION AGREEMENT FOR THE 6 MONTH PERIOD PRIOR TO DATE THE RESPECTIVE CLAIM AROSE. THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

c. Warranty Disclaimer.

APPSUMO DOES NOT MAKE, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPSUMO HEREBY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. Indemnification

To the fullest extent permitted by applicable law, Partner (as "Indemnifying Party") shall indemnify, hold harmless, and defend AppSumo and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") from and against any and all claims, disputes, demands, losses, obligations, damages, liabilities, expenses, fines, judgments, settlements, interest, awards, penalties, damages and costs (“Claims”) or expenses of whatever kind, including attorneys' fees, that are incurred by Indemnified Party (collectively, "Losses"), arising out of or related to (a) any third-party claim alleging breach or non-fulfillment of any provision of these Terms by Indemnifying Party or Indemnifying Party's Personnel; (b) breach or non-fulfillment of any provision of these Terms by Indemnifying Party or Indemnifying Party's Personnel; (c) any negligent or more culpable act or omission of Indemnifying Party or its Personnel (including any reckless or willful misconduct) in connection with the performance of its obligations under these Terms; (d) Indemnifying Party’s violation, misappropriation or infringement of any rights of a third party (including intellectual property rights or privacy rights); or (e) any failure by Indemnifying Party or its Personnel to comply with any applicable federal, state or local laws, regulations, or codes in the performance of its obligations under these Terms. You also agree that Indemnified Party will have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and AppSumo or the other Indemnified Parties.

8. Miscellaneous

a. Changes to the Terms. AppSumo may update these Terms from time to time. Changes will be effective upon the posting or delivery to you of the changes unless otherwise specified. You are responsible for reviewing and becoming familiar with any changes. Your use of the Services following the changes constitutes your acceptance of the updated Terms.

b. Assignment. Neither Party to these Terms shall transfer or assign or otherwise transfer these Terms or the rights or obligations hereunder, without the prior written consent of the other Party. Notwithstanding the foregoing, AppSumo shall have the right to assign the Terms and the rights hereunder, without such consent, to any affiliate or any successor-in-interest as a result of a sale, merger, acquisition or other such disposition of all or substantially all of its business, assets or stock.

c. Waiver. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and AppSumo’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

d. Confidentiality. Partner agrees to hold all of AppSumo’s Confidential Information in trust and confidence and, except as may be authorized by the AppSumo in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in this Agreement, or disclose any Confidential Information to any person, company or entity. For purposes of these Terms, “Confidential Information” shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of these Terms by AppSumo to Partner, as well as information that the Partner knows or should know that AppSumo regards as confidential including, but not limited to: AppSumo’s strategies, know how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, employee information, trade secrets and other non-public or proprietary information whether written, verbal, recorded on tapes or in any other media or format, and the terms of these Terms and associated agreements. Confidential Information shall not include any information that Partner can verify with substantial proof that: (a) is generally available to or known to the public through no wrongful act of the Partner; (b) was independently developed by Partner without the use of Confidential Information; or (c) was disclosed to the Partner by a third-party legally in possession of such Confidential Information and under no obligation of confidentiality to AppSumo.

e. Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to, and an arbitrator or court may, modify these Terms to affect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

f. Survival. The representations, warranties and obligations that by their terms and context show the Parties intended them to survive the termination of these Terms for any reason, including provisions governing obligations to customers, successor liability, confidentiality, ownership, indemnification, liability, and arbitration shall survive the expiration or earlier termination of these Terms.

g. Force Majeure. Neither Party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such Party and which such Party is unable to overcome by the exercise of reasonable diligence.

h. Attorney’s Fees. If any Party institutes any legal suit, action or proceeding against the other Party arising out of or relating to these Terms, including, but not limited to, contract, equity, tort, fraud and statutory claims, then AppSumo (if it is the prevailing party in the suit, action or proceeding) is entitled to receive, and Partner shall pay, in addition to all other remedies to which AppSumo may be entitled, the costs and expenses incurred by AppSumo in conducting the suit, action or proceeding, including reasonable attorneys’ fees, expenses and court costs, even if not recoverable by law (including, without limitation, all fees, taxes, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings).

i. Governing Law and Venue. The Terms will be governed by and construed and enforced in accordance with the laws of the State of Texas, without regard to conflict of law rules or principles (whether Texas or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Texas and the United States, respectively, sitting in Travis County, Texas.

j. Dispute Resolution; Binding Arbitration. SUBJECT TO APPLICABLE LAW, YOU AND APPSUMO WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO HAVE ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS RESOLVED IN COURT. INSTEAD, ALL DISPUTES ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES WILL BE RESOLVED THROUGH CONFIDENTIAL BINDING ARBITRATION HELD IN TRAVIS COUNTY, TEXAS IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”). THE AAA’S RULES ARE AVAILABLE ON ITS WEBSITE AT https://www.adr.org/, AND ARE HEREBY INCORPORATED BY REFERENCE. YOU EITHER ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THE RULES OF AAA OR WAIVE YOUR OPPORTUNITY TO READ THE RULES OF AAA AND ANY CLAIM THAT THE RULES OF AAA ARE UNFAIR OR SHOULD NOT APPLY FOR ANY REASON. ,

EXCEPT AS REQUIRED BY LAW, NEITHER A PARTY NOR THE ARBITRATOR MAY DISCLOSE THE EXISTENCE, CONTENT OR RESULTS OF ANY ARBITRATION WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES. WITHIN THIRTY (30) DAYS OF A FINAL AWARD BY THE SINGLE ARBITRATOR, EITHER PARTY MAY APPEAL THE AWARD FOR RECONSIDERATION BY A THREE-ARBITRATOR PANEL. THE PANEL WILL RECONSIDER ALL ASPECTS OF THE INITIAL AWARD THAT ARE APPEALED, INCLUDING RELATED FINDINGS OF FACT, AND ANY CROSS-APPEALS. ANY AWARD BY THE INDIVIDUAL ARBITRATOR THAT IS NOT SUBJECT TO APPEAL, AND ANY PANEL AWARD ON APPEAL, SHALL BE FINAL AND BINDING, EXCEPT FOR ANY APPEAL RIGHT UNDER THE FEDERAL ARBITRATION ACT, AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION.

NO PARTY MAY JOIN, CONSOLIDATE, OR OTHERWISE BRING CLAIMS FOR OR ON BEHALF OF TWO OR MORE INDIVIDUALS OR UNRELATED CORPORATE ENTITIES IN THE SAME ARBITRATION UNLESS THOSE PERSONS ARE PARTIES TO A SINGLE TRANSACTION. AN AWARD IN ARBITRATION SHALL DETERMINE THE RIGHTS AND OBLIGATIONS OF THE NAMED PARTIES ONLY, AND ONLY WITH RESPECT TO THE CLAIMS IN ARBITRATION, AND SHALL NOT (I) DETERMINE THE RIGHTS, OBLIGATIONS, OR INTERESTS OF ANYONE OTHER THAN A NAMED PARTY, OR RESOLVE ANY CLAIM OF ANYONE OTHER THAN A NAMED PARTY, OR (II) MAKE AN AWARD FOR THE BENEFIT OF, OR AGAINST, ANYONE OTHER THAN A NAMED PARTY. NO ADMINISTRATOR OR ARBITRATOR SHALL HAVE THE POWER OR AUTHORITY TO WAIVE, MODIFY, OR FAIL TO ENFORCE THIS PARAGRAPH, AND ANY ATTEMPT TO DO SO, WHETHER BY RULE, POLICY, AND ARBITRATION DECISION OR OTHERWISE, SHALL BE INVALID AND UNENFORCEABLE. ANY CHALLENGE TO THE VALIDITY OF THIS PARAGRAPH SHALL BE DETERMINED EXCLUSIVELY BY A COURT IN THE STATE OF TEXAS AND NOT BY THE ADMINISTRATOR OR ANY ARBITRATOR. IF THIS PARAGRAPH SHALL BE DEEMED UNENFORCEABLE, THEN ANY PROCEEDING IN THE NATURE OF A CLASS ACTION SHALL BE HANDLED IN A COURT IN AUSTIN, TEXAS, NOT IN ARBITRATION.

ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS MUST BE FILED WITHIN TWO YEARS AFTER SUCH CLAIM AROSE; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU AND APPSUMO WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM.

k. Independent Contractors. The Parties to these Terms are independent contractors. Neither Party is an agent, representative, partner, employee, or joint venturer of the other Party and neither Party has any right, power, or authority to bind the other Party. These Terms shall not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

l. Entire Agreement; No Oral Modifications. These Terms and the agreements incorporated herein are the only agreements with respect to the subject matter hereof and supersede any and all oral and prior written agreements of the Parties with respect thereto.

9. Contact Us

If you have any questions about these Terms, please email us at partners@appsumo.com.