Hey there - AppSumo Partner!

Welcome to our super-boring (but according to our lawyer, totally-important) Partner Terms. Please read them carefully!

AppSumo Team <3

Effective Date: June 15, 2026

Partner Terms

AppSumo: Sumo Group, Inc., a Delaware corporation ("Company" "AppSumo", "we", "us")

Partner: [Partner legal name], ("Partner", "you")

AppSumo and Partner may each be referred to as a "Party" and together as the "Parties."

These Partner Terms ("Partner Terms") govern the Partner's participation on the AppSumo marketplace. By submitting a Product for listing or entering into a Promotion Agreement with AppSumo, Partner agrees to be bound by these Partner Terms.

For purposes of these Partner Terms and the Promotion Agreement, "AppSumo Customers" means individuals or entities that purchase, redeem, receive access to, or use a Product through or in connection with the Marketplace, an AppSumo promotion, or an applicable Promotion Agreement, including any account owner, administrator, seat, team member, employee, contractor, or other authorized user associated with the purchase or redemption.

Order of precedence (if there is a conflict): (1) the applicable Promotion Agreement, (2) these Partner Terms, and (3) AppSumo's Terms of Use.

Important Notice: These Partner Terms include a binding arbitration provision and a class action waiver. By agreeing to these Partner Terms, Partner agrees to resolve disputes with AppSumo through individual arbitration and waives the right to a jury trial or to participate in class or representative actions.

1. AppSumo Marketplace Operation

How AppSumo runs, protects, and makes decisions about the Marketplace.

1.1 Authorization to List. Partner's ability to list, market, or sell a Product on the AppSumo Marketplace is granted by AppSumo, is non-exclusive and revocable, and is subject to AppSumo's approval and Partner's ongoing compliance with these Partner Terms and any applicable Promotion Agreement.

1.2 Marketplace Integrity and Improper Conduct. If AppSumo reasonably suspects that Partner or any third party acting on Partner's behalf has engaged in fraud, deceptive practices, manipulation, artificial sales activity, or other improper conduct, AppSumo may immediately: (1) remove or suspend the Product from the Marketplace; (2) withhold or delay payments; (3) issue a Breach Reparation, if applicable; or (4) take any other reasonable action necessary to protect AppSumo, AppSumo Customers, or the integrity of the Marketplace.

1.3 Product Removal and Customer Protection. AppSumo may remove or suspend a Product from the Marketplace upon ten (10) days' written notice, or immediately if AppSumo reasonably believes the Product infringes third-party rights, violates privacy or other legal obligations, or poses a security, legal, or reputational risk. AppSumo may issue refunds, store credits, account credits, or other reasonable customer remediation to AppSumo Customers and recover the related amounts from Partner, including by offsetting them against amounts payable to Partner or recouping them from amounts previously paid to Partner. Customer remediation amounts may be recovered as provided in Section 6, and AppSumo will not obtain double recovery for the same amounts.

1.4 Listing Decisions and Compliance Review. AppSumo may request information to verify compliance and may decline to list, continue, or relaunch any Product at its discretion.

1.5 Taxes. Company may be required to charge value-added-tax or sales tax on any Fees and remit such to the relevant tax authority. Company may also be required to report tax information to local tax authorities in certain countries. To comply with these reporting obligations, Partner agrees to provide Company with Partner's taxpayer name, taxpayer-identification number, and any other reasonably requested information by Company, and ensure such information remains accurate by updating Partner's account information. If Partner fails to provide any of the foregoing, and/or if any of the foregoing is inaccurate then: (i) Company's payment of the Fees to Partner may be suspended; (ii) the listing of any Product(s) through the Marketplace may be suspended; and/or (iii) Company may immediately terminate this Agreement upon written notice of such termination to Partner.

1.6 Limited Collection Agent. Partner hereby appoints Company as its agent for the limited purpose of receiving, holding, and settling payments for the Product(s) to Partner. Company will settle payments actually received by Company and pay Partner the Fees calculated under the applicable Promotion Agreement, less any amounts owed to Company or recoverable under these Partner Terms, the applicable Promotion Agreement, or applicable law. Partner agrees that an AppSumo Customer's payment received by Company, on behalf of Partner, satisfies such AppSumo Customer's obligation to make payment to Partner, regardless of whether Company actually settles such payment to Partner. If Company does not settle any such payments to Partner, Partner's sole recourse to recover any Fees is to bring a dispute against Company under Section 6.6. Partner hereby expressly and irrevocably waives and abandons any and all claims to any amounts owed to Partner by an AppSumo Customer in exchange for the Product(s), Partner's right to such amounts being satisfied solely through Company's payment of Fees as provided in Section 1.7.

1.7 Fees. AppSumo will pay Partner the Revenue Share, Add-on Revenue Share, and any other amounts payable to Partner under each applicable Promotion Agreement (collectively, "Fees"), on the timing and subject to the calculation, deductions, offsets, and other terms set forth in the applicable Promotion Agreement and these Partner Terms. Fees represent AppSumo's sole payment obligation to Partner with respect to the promotion and sale of the Product on the Marketplace.

2. Confidential Information and Data Protection

How confidential information and customer data must be handled and protected.

2.1 Confidential Information. Each Party may receive non-public, proprietary, or sensitive information from the other, including Customer Data and Company Data ("Confidential Information"). Each Party will use Confidential Information only as necessary to perform under these Partner Terms or an applicable Promotion Agreement, will not disclose it except to those with a legitimate need to know who are bound by confidentiality obligations, and will protect it using reasonable care. These obligations survive termination indefinitely.\ For the purposes of the Partner Terms and Promotion Agreement, "Customer Data" means any data, content, or information generated for, or made available by, any AppSumo Customer in connection with the Product.

2.2 Data Protection. Partner is solely responsible for protecting Customer Data and complying with all applicable privacy and data protection laws. Partner may process Customer Data only as necessary to provide the Product, must maintain reasonable administrative, technical, and physical safeguards, and may not sell or misuse Customer Data. Partner acts as an independent data controller and is responsible for responding to data subject requests. Partner must provide AppSumo Customers with reasonable access to export or retrieve their Customer Data, and this obligation is not affected by any Product discontinuation or transfer. If Partner becomes aware of a security incident involving Customer Data, Partner must notify AppSumo promptly (and in no event later than 24 hours after discovery) and cooperate in remediation. Partner is responsible for any costs, penalties, or claims arising from its failure to comply with this section.

3. Intellectual Property Rights

Who owns the Product, what licenses are granted, and how customer rights are protected.

3.1 Ownership. Each Party retains all right, title, and interest in its respective intellectual property. Nothing in these Partner Terms or any Promotion Agreement transfers ownership of intellectual property between the Parties.

3.2 License to AppSumo. Partner grants AppSumo a non-exclusive, worldwide, royalty-free license to use, display, reproduce, distribute, promote, and otherwise make available the Product, Product Listing, Promotional Materials, and Partner trademarks solely to operate, market, sell, and support the Product through the AppSumo Marketplace, including fulfilling customer entitlements for the full Deal Term. "Deal Term" shall have the meaning set forth in the applicable Promotion Agreement.

3.3 License to Partner. AppSumo grants Partner a limited, non-exclusive, non-transferable license to access and use the Marketplace solely to list, manage, and support the Product.

3.4 Partner Representations. Partner represents and warrants that it owns or has all rights necessary to offer the Product, grant the licenses described above, and ensure that AppSumo's marketing, sale, and customer use of the Product do not infringe any third-party rights.

4. Risk Allocation and Liability

How claims, damages, and financial responsibility are handled between the Parties.

4.1 Indemnification. Partner shall indemnify, defend, and hold Company harmless from and against any and all third-party claims, demands, costs, and liabilities (including all attorneys' fees, expenses, and court costs) of any kind whatsoever, arising directly or indirectly from Partner's breach, or alleged breach, of its representations or obligations hereunder, and/or any gross negligence or willful misconduct of Partner, and/or its representatives or agents.

4.2 Limitation of Liability. In no event shall Company or its employees, affiliates, contractors, or agents be liable for any indirect, incidental, special, punitive, or consequential damages, or for any lost or imputed profits, revenue, data, or use, regardless of the legal theory under which such liability is asserted, including contract, tort, or strict liability, even if Partner has been advised of the possibility of such damages.

Except as otherwise expressly provided in the Partner Terms, the Marketplace and all information, materials, and software made available through or in connection with the Marketplace are provided on an "as-is" and "as-available" basis. Company makes no express or implied warranties, including any warranties of merchantability, non-infringement, usage, or fitness for a particular purpose, and disclaims any warranty against interference with Partner's enjoyment of access to the Marketplace or related services.

5. Partner Status, Conduct, and Assurances

How you operate on the Marketplace, what rules you must follow, and what you promise about your Product and business.

5.1 Independent Contractor Status. Partner and AppSumo are independent contractors. Nothing in these Partner Terms or any Promotion Agreement creates an employment, partnership, joint venture, or agency relationship, and neither Party may bind the other.

5.2 Prohibited Marketplace Conduct.

5.2.1 Partner may not use the Marketplace or submit any Product, content, or materials for unlawful, fraudulent, deceptive, or harmful purposes. 5.2.2 Partner may not misuse, improperly collect, use, or disclose Customer Data. 5.2.3 Partner may not interfere with, disrupt, or attempt to gain unauthorized access to the Marketplace, its systems, or networks. 5.2.4 Partner may not engage in conduct that harms AppSumo Customers, the integrity of the Marketplace, or AppSumo's reputation.

AppSumo may suspend or remove any Product or Partner account if it reasonably believes Partner has violated these Partner Terms or poses a legal, security, or reputational risk.

5.3 Partner Representations and Warranties. Partner represents and warrants that each statement in this Section 5.3 is true when made and remains true for so long as Partner has any obligations to AppSumo or AppSumo Customers. Partner will promptly notify AppSumo if any such statement becomes untrue, inaccurate, incomplete, or misleading.

5.3.1 Authority and Rights. Partner has full power, authority, and all necessary rights to enter into these Partner Terms and to offer the Product on the AppSumo Marketplace. 5.3.2 Accuracy. The Product Listing, Promotional Materials, and related descriptions provided by Partner are accurate, complete, and not misleading. 5.3.3 Product Integrity. The Product does not contain malicious code, backdoors, or hidden mechanisms designed to impair access, operation, or normal use. 5.3.4 Non-Infringement. The Product, Promotional Materials, and Product Listing and its use as permitted do not infringe, misappropriate, or violate any third-party rights and AppSumo Customers' use of the Product as permitted will not do so. 5.3.5 Legal Compliance. Partner complies with all applicable laws and regulations, including privacy, data protection, consumer protection, export controls, and sanctions.

5.4 Partner Responsibilities. Partner acknowledges that the obligations in this Section 5.4 are material obligations owed to AppSumo and are intended to protect AppSumo, AppSumo Customers, and the integrity of the Marketplace.

5.4.1 Deliver the Product as Sold. Partner must provide AppSumo Customers with the Product exactly as described in the Product Listing. Partner may not remove, materially limit, or degrade any included features, capacities, or functionality unless those changes apply to all users, are not exclusive to AppSumo Customers, do not materially reduce the output or value of the Product as promoted, and are communicated to AppSumo according to Section 5.4.6 "Notification of Material Changes." 5.4.2 Licensing and redemption. Partner will allow AppSumo Customers at least 60 days from purchase to redeem. Partner will maintain required licensing API endpoints or redemption codes for at least 3 months after ceasing to offer the Product(s) on the marketplace. 5.4.3 Provide timely support. Partner will provide online support and maintenance services to AppSumo Customers and must: (1) Respond to all support requests within four (4) days; (2) Resolve support requests within fourteen (14) days. If Partner fails to respond or cooperate, AppSumo may suspend or remove the Product, withhold payments, issue a Breach Reparation, or take other reasonable remedial action. 5.4.4 Re-entry Restriction on Substantially Similar Products. If Partner discontinues, sunsets, materially degrades, or materially ceases to support or make available the Product, and Partner, its Affiliate, or any successor or assignee launches, offers, sells, or makes available a Substantially Similar Product (defined below) within twenty-four (24) months after AppSumo's last sale of the Product, Partner must ensure that all AppSumo Customers receive continued access to the Substantially Similar Product on terms at least as favorable as those promised in the applicable AppSumo Product Listing. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. "Substantially Similar Product" means any digital product or service that AppSumo, acting reasonably and in good faith, determines to be materially similar to the Product considering its purpose, features, functionality, target customers, and underlying technology. AppSumo may consider product descriptions, marketing materials, customer use cases, and technical documentation in making this determination. AppSumo's determination will be binding on the Parties, and may be set aside only on a showing that it was not made in good faith or was the product of manifest error. 5.4.5 Successor Liability. Partner remains liable for all obligations under these Partner Terms and any applicable Promotion Agreement following any Corporate Transaction Event unless and until the Successor Entity assumes those obligations in writing. Before closing any Corporate Transaction Event, Partner must (i) provide notice to AppSumo in accordance with Section 5.4.6 and (ii) obtain the Successor Entity's written assumption of all of Partner's obligations under these Partner Terms and any applicable Promotion Agreement, including the obligation to honor all AppSumo Customer entitlements for the full Deal Term. Failure to obtain the Successor Entity's written assumption before closing is a Severe Breach as of closing. If the Successor Entity provides such written assumption, Partner and the Successor Entity will be jointly and severally liable for those obligations unless AppSumo agrees otherwise in writing. No Severe Breach Reparation will be owed solely on account of a Corporate Transaction Event where the Successor Entity has assumed all of Partner's obligations in writing before closing and honors all AppSumo Customer entitlements for the full Deal Term. 5.4.6 Notification of Material Changes. Partner must give AppSumo at least thirty (30) days' prior written notice of any material change in its business that may affect AppSumo or AppSumo Customers. If thirty (30) days' advance notice is not possible for reasons beyond Partner's control, Partner must notify AppSumo as soon as reasonably practicable by emailing [email protected]. Material changes include, without limitation: (1) any price or feature changes to the Product offered through the AppSumo Marketplace; (2) insolvency, liquidation, bankruptcy, or dissolution of Partner; and (3) any merger, acquisition, sale, assignment, exclusive license, transfer, or other disposition of all or substantially all of Partner's assets, employees, Product, codebase, Product intellectual property, brand, domain, customer base, or substantially similar technology to another person or entity (a "Successor Entity"), in each case to the extent it may affect Partner's ability to honor customer entitlements (each transaction described in this clause (3), a "Corporate Transaction Event").

5.5 Non-disparagement. Partner shall not disparage Company, the Marketplace, or any AppSumo Customers, orally or in writing, for any reason.

6. Breaches and Dispute Resolution

How breaches and disputes are handled: try to resolve issues informally first, then binding arbitration ,with limited court access for emergency and equitable relief.

6.1 Operational Remedies; Breach Reparations.

If Partner breaches these Partner Terms, any Promotion Agreement, or AppSumo's Terms of Use, AppSumo may withhold or delay payments, offset amounts owed, recoup amounts previously paid, issue refunds or credits, suspend or remove Products, restrict Marketplace access, recover customer remediation amounts, and take other reasonable actions to protect AppSumo, AppSumo Customers, or the Marketplace, without double recovery.

AppSumo may also issue a breach reparation by written notice describing the amount and basis for the reparation. A "Breach Reparation" may be either a Standard Breach Reparation or a Severe Breach Reparation.

A "Standard Breach Reparation" applies to breaches that are not Severe Breaches and is intended to compensate AppSumo for hard-to-measure operational, administrative, support, investigation, customer-communication, payment-processing, and Marketplace-protection burdens. Unless otherwise provided in a Promotion Agreement, a Standard Breach Reparation will not exceed the amounts paid or payable to Partner in connection with the affected Product or affected transactions.

AppSumo may enforce Partner's customer-facing obligations directly in AppSumo's own name, without joining any AppSumo Customer as a party, provided that nothing in these Partner Terms or any Promotion Agreement requires AppSumo to pursue such enforcement on behalf of any AppSumo Customer. AppSumo retains sole discretion regarding whether and how to take any such action.

6.2 Customer Remediation.

If AppSumo provides refunds, store credits, account credits, substitute value, replacement access, or other remediation to AppSumo Customers because of Partner's breach, Partner must reimburse AppSumo for the amount or value provided, but only to the extent such remediation is issued under AppSumo's refund policy, AppSumo's "We Got Your Back Guarantee" or another applicable customer-facing purchase protection policy, applicable law, payment network or chargeback rules, regulatory requirement, settlement, court order, or the applicable Promotion Agreement.

AppSumo may also exercise the applicable AppSumo Customer's rights against Partner to recover that amount or value. Voluntary goodwill credits or accommodations outside the foregoing circumstances are not separately reimbursable by Partner unless expressly provided in the applicable Promotion Agreement.

6.3 Severe Breaches.

The "Severe Breach Sections" of these Partner Terms are:

  • Section 5.3.2 (Accuracy), but only for material misrepresentations or omissions in the Product Listing or Promotional Materials made knowingly or with reckless disregard for the truth;

  • Section 5.4.1 (Deliver the Product as Sold);

  • Section 5.4.3 (Provide Timely Support);

  • Section 5.4.4 (Re-entry Restriction on Substantially Similar Products);

  • Section 5.4.5 (Successor Liability); and

  • any section of a Promotion Agreement expressly identified as a Severe Breach Section.

6.4 Severe Breach Reparations.

If Partner breaches any Severe Breach Section, AppSumo may issue a "Severe Breach Reparation" by written notice describing the amount and basis for the reparation. A Severe Breach Reparation is intended to compensate AppSumo for hard-to-measure Marketplace harms, including harm to AppSumo's reputation, goodwill, customer trust, Marketplace integrity, support burden, operational disruption, customer churn, and the perceived reliability of lifetime or long-term software deals.

The "Severe Breach Reparation Amount" is: 2.0 × Partner Payout, reduced by 20% of Partner Payout for each complete year between the Effective Date and the breach, but not less than zero. The Parties acknowledge that the harms described above are inherently difficult to quantify, that the Severe Breach Reparation Amount is a reasonable forecast of just compensation for those harms, and that the Severe Breach Reparation Amount is not a penalty. For the avoidance of doubt, the Severe Breach Reparation Amount does not include and is not intended to compensate for refunds, store credits, account credits, substitute value, replacement access, or other customer remediation amounts, all of which are addressed separately in Section 6.2.

"Partner Payout" means all amounts paid or payable to Partner under the applicable Promotion Agreement or these Partner Terms, as applicable. Payment of the Severe Breach Reparation Amount is due within thirty (30) days of written notice.

6.5 Excluded Claims; No Waiver.

Neither Standard Breach Reparations nor Severe Breach Reparations limit Partner's indemnification obligations or AppSumo's right to recover damages, costs, and reasonable attorneys' fees arising from intellectual property claims, data security incidents, privacy violations, misuse of Customer Data, fraud, willful misconduct, malicious code, sanctions or export control violations, third-party claims, or government investigations or proceedings (collectively, "Excluded Claims"). The Severe Breach Reparation under Section 6.4 compensates AppSumo for hard-to-measure Marketplace harms only and does not include, limit, or substitute for Excluded Claims, AppSumo's rights under Section 6.2 (Customer Remediation), or AppSumo's operational remedies (including withholding or offsetting payments, recoupment, suspension or removal of Products, restriction of Marketplace access, and equitable relief).

AppSumo may pursue any of the foregoing remedies, in any combination, before, in lieu of, or in addition to issuing a Breach Reparation. Any election by AppSumo does not waive the underlying breach or prejudice any other rights or remedies. In no event will AppSumo recover any specific dollar amount more than once for the same loss.

6.6 Dispute Resolution.

These Partner Terms and any Promotion Agreement are governed by Texas law, without regard to conflict-of-laws principles. Before initiating arbitration, either Party must provide written notice of the dispute to the other Party, describing the nature of the dispute and the relief requested. For at least thirty (30) days after that notice is received, the Parties will attempt in good faith to resolve the dispute through informal negotiations between representatives with authority to resolve the matter.

If the dispute is not resolved during that thirty (30) day negotiation period, either Party may submit the dispute to binding arbitration administered by JAMS under the JAMS Streamlined Arbitration Rules and Procedures for disputes within the streamlined threshold and its Comprehensive Rules otherwise. The arbitration will be conducted by a single arbitrator in Austin, Texas. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either Party may seek temporary, preliminary, or permanent injunctive or other equitable relief in the state or federal courts located in Travis County, Texas to prevent actual or threatened misuse of its intellectual property, Confidential Information, or Customer Data, or to preserve the status quo pending resolution of the dispute. A Party seeking such relief is not required to complete the thirty (30) day negotiation period before doing so.

6.7 Immediate Operational Remedies.

AppSumo's rights to withhold or delay payments, offset amounts, recoup amounts previously paid, issue refunds or credits, suspend or remove Products, restrict Marketplace access, investigate suspected breaches, preserve Customer Data, require Customer Data export, or take other customer-protection or Marketplace-protection measures may be exercised immediately and are not stayed, delayed, or conditioned on completion of any negotiation, arbitration, litigation, or other dispute resolution procedure. AppSumo may maintain any payment hold for so long as reasonably necessary to investigate the suspected breach, calculate refunds, chargebacks, customer remediation, offsets, Breach Reparations, or other amounts recoverable from Partner, or protect AppSumo Customers or the Marketplace.

6.8 Class Action Waiver; Confidentiality.

All disputes must be brought on an individual basis. The Parties waive any right to bring or participate in any class, collective, representative action, or class arbitration.

The existence and outcome of any arbitration will be confidential, except as required to enforce an award or as required by law.

7. General Provisions

Standard legal terms that explain how this agreement works, changes, and continues to apply over time.

7.1 Entire Agreement. These Partner Terms and any applicable Promotion Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements or understandings.

7.2 Amendments. AppSumo may update these Partner Terms from time to time by posting a revised version on the AppSumo website. Partner is responsible for reviewing the Partner Terms periodically, and continued participation in the Marketplace after such posting constitutes acceptance of the updated Terms.

7.3 Assignment. Partner may not assign or transfer this Agreement, in whole or in part, without AppSumo's prior written consent.

7.4 Notices. All notices under these Terms must be made in writing and may be delivered by email. Notices to AppSumo must be sent to [email protected], and notices to Partner may be sent to the email address associated with Partner's AppSumo account.

7.5 Governing Law. These Partner Terms and any Promotion Agreement are governed by the laws of the State of Texas, without regard to conflict-of-laws principles.

7.6 Non-Disparagement. Partner agrees not to make false or misleading statements intended to harm AppSumo, the Marketplace, or AppSumo Customers.

7.7 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect.

7.8 Survival. Any provision that by its nature should survive termination or expiration will survive. Without limiting the foregoing, the following Sections survive termination or expiration of these Partner Terms: 1.2, 1.3, 1.5, 1.6, 2.1, 2.2, 3.1, 3.2, 3.4, 4.1, 4.2, 5.2, 5.3, 5.4.1, 5.4.2, 5.4.3, 5.4.4, 5.4.5, 5.4.6, 5.5, 6, 7.5, 7.7, and 7.8.

7.9 Prior Versions. The prior version of these Partner Terms remain available for reference at Previous Partner Terms. The version of these Partner Terms in effect at the time Partner accepted any applicable Promotion Agreement, together with that Promotion Agreement, governs that Promotion Agreement and the associated Product listing for the duration of the Deal Term.