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). 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, our Listing & Updates Policy and Payments Policy as well.

  • Additional agreements that may be referenced and incorporated in these Terms

1. Product Promotion and Requirements

a. Self-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 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 in our sole discretion. Approved Products are typically listed on a first-come, first-serve basis once you complete your pre-launch tasks. 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, our then-current Partner Policies shall take precedence to the extent such terms conflict.

b. Promotion Agreement. If you are a Select Partner, the preceding section shall not apply to you. Instead, Select Partner and AppSumo shall enter into an agreement setting forth terms and conditions in connection with the listing, marketing, and selling of your Product (the “Promotion Agreement”). In particular your Promotion Agreement will address various requirements and obligations surrounding your Product and its listing, how AppSumo will promote it, and your share of the revenue generated through sales of your Product. If there are conflicting terms between your Promotion Agreement and these Terms, the terms of your Promotion Agreement shall take precedence to the extent such terms conflict.

c. Promotional Materials. Partner shall provide AppSumo with certain text, graphics, images, music, audio, video, information or other materials, videos, brand assets, and 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 to market your Product on the Marketplace, website, social media posts, graphics, videos, advertisements and other marketing content.

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.

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 (“License”). 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.

g. 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.

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 agreed upon 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 for 6 months.

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. 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) only applies to Select Partners. Upon the occurrence of a Release Condition (as defined below), Select Partner 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 Select Partner; (ii) Select Partner’s seeking protection under bankruptcy laws or becoming the subject of an involuntary bankruptcy or an assignment for the benefit of creditors; or (iii) Select Partner’s communicating that it has or will become insolvent, plans to conclude its business affairs, or may become unable to meet its obligations under these Terms. 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, 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 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, offselt, or clawback, as the case may be, shall not be limited to the amount of revenue you have earned from AppSumo. For example, you would be responsible for paying AppSumo all amounts Customers paid for your Product in order for AppSumo to refund Customers.

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 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. Upon five (5) business days’ prior written notice, Partner shall repay AppSumo the amounts determined to have been made in connection to such improper acts.

5. Term; Termination; Successor Liability

a. Term. Unless otherwise specified in a Promotion Agreement, these Terms shall be in effect from the time Partner’s Product is listed on the AppSumo Marketplace (if AppSumo approves the listing) until one hundred twenty (120) days after the Product is removed from the Marketplace. Approved Products will be listed on AppSumo for a minimum of one hundred twenty (120) days unless removed earlier by AppSumo.

b. Termination. Unless otherwise specified in a Promotion Agreement, either Party may terminate these Terms upon written notice to the other Party in the event that such other Party has (i) materially breached these Terms and (ii) failed to cure such material breach after written notice and fourteen (14) days to cure. AppSumo may terminate these Terms, any related Promotion Agreement, at any time, for any reason or no reason. For the avoidance of doubt, 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, shall survive termination of these Terms for any reason.

c. Successor Liability. For the avoidance of doubt, this Section 5(c) only applies to Select Partners. If a Corporate Transaction Event occurs with respect to a Select Partner, Select 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 an amount equal to three times (3x) all amounts paid by AppSumo to Select Partner (“Liquidated Damages”); provided, however, that if and so long as Successor Entity assumes all of the obligations and liabilities of Select Partner under these Terms, including its continuing to honor all obligations in connection with each Product sold under these Terms, the Select Partner and the Successor Entity shall not be required to pay Liquidated Damages. A Successor Entity assuming such obligations shall be the Select 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 Select Partner under these Terms would be impossible or very difficult to accurately estimate as of the Effective Date, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm 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. Material Changes; Representations and Warranties

a. 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 changes to Product, (ii) liquidation, bankruptcy or dissolution of Partner and (iii) a merger, acquisition, transfer of all or substantially all of Partner’s assets, or Partner’s loss of substantially all of its employees to another person or entity (a “Successor Entity”) (each of the foregoing events in this Section 5(a)(iii), a “Corporate Transaction Event”). Partner shall fully cooperate with AppSumo to prepare a strategy to communicate with Customers regarding such material change.

b. 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.

7. Changes to these Terms

We may update these Terms from time to time. If we believe that the changes are material, we’ll definitely let you know by posting the changes on our site or sending you an email. That way you can decide whether you want to continue your participation on our Marketplace. Changes will be effective upon the posting of the changes unless otherwise specified. You are responsible for reviewing and becoming familiar with any changes. Your use of the AppSumo Marketplace following the changes constitutes your acceptance of the updated Terms.

8. Contact Us

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