Product licenses and terms of use

Skylum Reseller Program Terms and Conditions

Welcome to the Skylum Reseller Program!

These Terms and Conditions ("Terms"), including Schedules A and B thereto, form an integral part of the Skylum Reseller Program Agreement ("Agreement") comprised of (a) the reseller commitment form ("Form") signed by the Parties, and (b) these Terms.

The Terms are legally binding, so please review them carefully. If you ("Company" or "you") have any questions, please contact us before proceeding.

By signing the Form or participating in the Skylum Reseller Program in any way, including, without limitation, by requesting any Application licenses, using the Skylum Marks or marketing any Application, you acknowledge that you have accepted the terms of the Agreement, including the Form (even if not signed by you) and these Terms.

1. Definitions.
   1. Capitalized terms not otherwise defined in the Agreement have the following meanings:

      “Affiliate” means, with respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by or is under common control with that person or entity.

      “Applicable Law” means all applicable laws, statutes, ordinances, rules, regulations, orders, or determinations of any federal, state, or local governmental authority, as well as any valid precedents and case law, and any other legally binding requirements or obligations imposed by any regulatory or self-regulatory body with authority over a Party or the Parties, including without limitation industry standards, codes of practice, and guidelines that have the force of law.

      “Applications” means software applications and other related products developed by Skylum and resold by you pursuant to the terms of the Agreement.

      "Applications' Copies" means the copies of Applications, Applications codes, Applications download links or any other method of Applications' distribution as the case may be.

      “Applications Value” means the wholesale value and cost of the Applications as determined and set by Skylum in the Reseller Price Guide.

      “Business Day” means any Monday, Tuesday, Wednesday, Thursday or Friday, excluding United States federal holidays.

      “Brand Guidelines” are the Skylum Mark Usage and Brand Guidelines attached as Schedule A, as may be modified from time to time by Skylum in its sole discretion.

      “Claim” means any claim, action, audit, investigation, inquiry or other proceeding brought or instituted against a Party and/or one or more of its Affiliates (and/or one or more of its or their respective employees, contractors, agents, directors or representatives) by a person or entity other than: (a) an Affiliate of that Party; or (b) the other Party.

      “Company's Copy” means any of your creative materials (including graphics, photos, videos, sounds, animations, text and Company's Marks) used in connection with your advertising, promotion, sale or distribution of Applications.

      “Company's Marks” means you trademarks or logos, if any, that may be provided by you to Skylum from time to time.

      “Credit” means the amounts prepaid by you to Skylum for the purchase of Applications.

      “Intellectual Property Right” means any patent, copyright, trademark, trade dress, trade name, trade secret, patent or any other similar right and any other intellectual property or proprietary right.

      "MAP" means minimum advertised price, a mandatory price floor for Applications advertisement by the Company.

      "MSRP" means manufacturer suggested retail price.

      "Net30" means the payment terms of 30 calendar days from the invoice date.

      “Order” means an order placed by you to purchase Applications from Skylum regardless of its form.

      “Placements” means Company's advertisement of Applications for resale.

      “Purchaser” means your customer that purchases one or more licenses to the Applications from you for its own internal business use, for further distribution to a Recipient which is the employee or agent of such Purchaser.

      “Recipient” means an end-user, namely an individual or entity who is designated by you or a Purchaser as the recipient of an Application, pursuant to a license grant by Skylum Cyprus.

      “Resale Channels” means the web site(s) (or portions thereof) and other marketing and sales channels (if any) set forth in the “Resale Channels” area of the Form, through which you are authorized to offer and sell Applications hereunder.

      "Reseller Price Guide" means the document setting out the Applications prices according to relevant payment plans (e.g., lifetime plan, 12-months subscription, etc.), as well as the Applications' MSRP, MAP.

      “Sale” , “sell” , “resale” , “resell” or like terms refer to transactions under which you distributes or provides access to copy(ies) of Applications to Purchasers or Recipients in exchange for payment, and whereby you are licensed by Skylum under the Agreement to engage in such transactions.

      “Skylum” means any of Skylum US, Skylum Cyprus, or both of them, depending on the context.

      “Skylum US” means Skylum Software USA, Inc., a Nevada corporation.

      “Skylum Cyprus” means Shinyfields Limited, a Cyprus company.

      “Skylum Marks” means the Skylum trademark, logo and logotype as described in the Trademark Usage and Brand Guidelines, as well as any other mark or logo of Skylum furnished by Skylum to you for use in connection with Applications.

      “Skylum Materials” means (a) the Skylum Marks; and (b) all other user manuals, training materials, product descriptions, specifications, brochures, technical manuals, policies, requirements documents, supporting materials and other information provided by Skylum to you, regardless of format.

      “Territory” means the country or countries identified in the Form.

2. Purchase and Resale of Applications.
   1. During the Term, you will use your best efforts to advertise, promote, market, distribute and resell Applications through the Resale Channels to Purchasers for their own internal business use, or directly to Recipients for personal use, as applicable in the Territory. You shall not subcontract or delegate any of your rights or obligations under the Agreement to any third party without prior written consent of Skylum, which may be granted or denied in the sole discretion of Skylum. You acknowledge and agree that nothing in the Agreement will be deemed or construed to prohibit Skylum or its Affiliates from engaging in or participating with one or more third parties in business arrangements similar to or competitive with those described in the Agreement.
   2. You may place Orders to purchase of the Applications' Copies from Skylum Cyprus solely for resale to Purchasers and Recipients, as applicable, through the Resale Channels.
   3. Skylum reserves the right to discontinue any Applications at any time without notice to you.
   4. Skylum Cyprus may reject an Order, or any part thereof, if Skylum believes that (a) the Order is fraudulent, unauthorized, incomplete or false; (b) you are in breach of the Agreement, including failure to obtain marketing approval from Skylum US as required by the Agreement; (c) fulfilling the Order may violate Applicable Law or pose any risk to the brand, reputation or goodwill of Skylum or its Affiliates; or (d) for any other reason, in Skylum’s sole discretion. Until accepted by Skylum Cyprus (by fulfillment or otherwise), an Order submitted by you to Skylum Cyprus shall be deemed an offer by you to purchase distribution rights in the Applications from Skylum Cyprus. You will place Orders, and Skylum Cyprus or its designee will fulfill accepted Orders.
3. Payment and Delivery Terms.
   1. Skylum Cyprus shall sell the Applications' Copies to you at the Application Value for each of the respective Applications. Upon acceptance by Skylum Cyprus all Orders are not subject to change or cancellation unless by mutual consent, and upon transmission of the Applications' Copies to you Applications are nonreturnable and nonrefundable. The Orders and the Applications' Copies are refundable and returnable subject to a 25% refund fee if your payment terms are "pay-as-you-go" as specified in the Form. Skylum may at its sole discretion destroy, deactivate or otherwise the Applications' Copies that have been returned by you.
   2. The Application Value is set out in the Reseller Price Guide attached to the Form as Schedule A. Skylum may from time to time change the prices by notifying you (email is sufficient) of the updated Reseller Price Guide. The updated Reseller Price Guide will be effective from the date of the notice sent by Skylum or such other date as indicated in the notice.
   3. The Orders placed before the update of the Reseller Price Guide will be processed at the prices valid as of the date of the Order. In the event of a price decrease, Skylum agrees to credit you upon your request with a sum equal to the difference between the price you had been charged for all such Applications' Copies purchased in the thirty (30) day period preceding the effective date of any such price decrease and still unsold on the date of your request, and the new price of such Applications. Skylum reserves the right to verify the inventory being claimed for price protection.
   4. Payment terms are specified in the Form. Skylum will have no obligation to fulfill any Order if Company's account is in arrears. All purchases will be deemed to occur in the Territory and payment will be made to Skylum Cyprus or to such entity as Skylum Cyprus may designate.
   5. Skylum shall not be responsible for payment of any taxes that you are legally obligated to pay in any jurisdiction as a result of the sale of Applications, including without limitation, sales, use, value-added and GST incurred or arising in connection with or related to the sale of Applications by you, or arising from Company's business activities (under the Agreement or otherwise), and all such taxes will be your financial responsibility.
   6. You shall pay Skylum Cyprus for the number of the Application licenses requested by you or delivered to you (depending on the payment terms), notwithstanding any inability of you to collect payment from any Purchasers or Recipients. Neither Skylum nor any of its Affiliates has any obligation to monitor or investigate the use of any Application after distribution to you, or resale to Purchasers or Recipients.
   7. Application licenses will be delivered to you by Skylum Cyprus by sending the number of Application activation codes requested in your Order via email, or by another delivery method that may be communicated to you from time to time.
4. Resale Requirements.
   1. You may resell Applications at any price in your sole discretion, provided that you:
      1. will at all times adhere to the MAP indicated in the Form, the lowest advertised price for a relevant Application plan, provided that Skylum may termporary adjust the MAP or allow you to advertise below MAP on special occasions, such as, for example, Black Friday;
      2. will not misrepresent the Application Value (according to relevant payment plant), MSRP, MAP, the prices on the official Skylum website (skylum.com) in relation to any Application you offer for sale; and
      3. will comply with all and any applicable laws, including, without limitation, FTC's Endorsement (and other) Guidelines.
   2. You will not advertise, promote, sell or distribute Applications other than through the Resale Channels. At all times, each Resale Channel will clearly and conspicuously display the offering terms and otherwise comply with all applicable policies and requirements as Skylum adopts and communicates to you from time to time. The Resale Channels will include such form and content only as mutually agreed by the Parties. You will ensure that the overall prominence of the Applications offered through the Resale Channels will be no less than the overall prominence of links, banners and buttons to other online marketplaces or service providers placed by you through such Resale Channels.
   3. You will at all times perform hereunder in an ethical and professional manner. You will: (a) conduct business in a manner that reflects favorably at all times on the Applications and the good name, goodwill and reputation of Skylum; (b) avoid deceptive, misleading or unethical practices that are or might be detrimental to Skylum , the Applications or the public, including but not limited to disparagement of Skylum or the Applications; (c) make no false or misleading representation with respect to Skylum or the Applications; and (d) make no representations with respect to Skylum or the Applications that are inconsistent with Skylum's end user license agreement for the Applications, promotional and other materials of Skylum, including all liability limitations and disclaimers contained in such materials.
   4. Skylum Cyprus is responsible for the development of the Applications, including software code, graphics, text and Skylum US is responsible for all other related materials and information as will be provided to you for resale. Within forty-eight (48) hours following any purchase of a license for an Application from you, you will deliver a copy of, or access to, the Application to the Purchaser or the intended Recipient (as applicable).
   5. All Skylum Marks are the exclusive property of Skylum and/or its Affiliates, and all goodwill generated through use of the Skylum Marks by you or your Affiliates will inure solely to the benefit of Skylum and/or its Affiliates.
   6. Skylum US will provide you with the Skylum Marks to be used in the advertising, promotion and sale of the Applications, including in any Resale Channels, screen content, advertisements, or related marketing or promotional Placements that Skylum may authorize. Throughout the Term, all Placements and uses of Skylum Marks or any element thereof (including the manner of publication and/or distribution of such Skylum Marks, its location of publication or distribution, and the content and appearance of any other Skylum Materials used in conjunction with such Placement or Skylum Marks) will be subject to the Brand Guidelines set forth on Schedule A, and other applicable policies and requirements as Skylum adopts and communicates to you from time to time. Further, all Placements, form of Applications, and uses of Skylum Materials and Company's Copy, including any changes thereto, must be approved in writing by Skylum US and/or its Affiliates (including via e-mail) prior to initial public use, which approval will not be unreasonably withheld or delayed. If Skylum disapproves of any Placement or proposed use of Skylum Marks, Skylum Materials, or Company's Copy, it will communicate its objections to you in reasonable detail, and you will promptly revise the same, and re-submit it for approval or disapproval by Skylum US as provided above. Further, you shall not make a Placement or use Skylum Materials or Company's Copy in any Resale Channels containing (a) any defamatory, libelous, threatening, hateful, discriminatory, or harassing material, or (b) any pornographic, obscene, gratuitously violent, illegal or otherwise offensive or objectionable content. Skylum US and its Affiliates may change the Skylum Materials and revoke or modify any prior authorization for the use of Skylum Materials from time to time in the sole discretion of Skylum US and its Affiliates, and you shall promptly conform your use, display and distribution of the Skylum Materials to such changes. You shall be solely responsible for preparing any Company's Copy.
   7. In your advertisement (including, but not limited to Google Ads platform), you must not bid on any of Skylum's branded keywords listed in Schedule B hereto, which may be from time to time supplemented or revised by Skylum upon a written notice to you (including via email).
5. Other Obligations of the Company.
   1. Company represents, warrants, and covenants that all times it will:
      1. Actively publicize, promote, advertise and otherwise market Applications through the Resale Channels;
      2. Provide and maintain, at Company's expense, all personnel, facilities, equipment and other resources necessary in order to effectively sell and distribute the Applications through the Resale Channels;
      3. Train Company's sales personnel so that they are knowledgeable of the Applications and capable of effectively presenting, promoting, and supporting the Applications;
      4. Ensure that Company's Marks and Company's Copy do not infringe on the Intellectual Property, rights of publicity, moral rights, or any other rights of any third party;
      5. Conduct business in a manner that reflects favorably at all times on the Applications and the good name, goodwill and reputation of Skylum and its Affiliates;
      6. Have a valid refunds policy applicable to its sale of Applications that is in compliance with the Applicable Law;
      7. Be responsible for and handle all customer service issues that relate to its Application sales and delivery in good will;
      8. Not make any representations on behalf of or concerning Skylum or any of its Affiliates; and
      9. Maintain all valid permits and licenses necessary in connection with its performance of the Agreement, as well as comply with the Applicable Law.
   2. Each Party will designate one individual as its “Program Manager” who will be responsible for communicating and coordinating with the other Party, via its Program Manager, in connection with the Agreement. The initial Program Manager for each Party is set forth on the Form. Either Party may change its Program Manager upon reasonable written notice to the other, including via email.
   3. You will provide Skylum at its request with sales reports containing the class of the Purchaser(s) or Recipients, the sales price of the Applications, sales figures for each Resale Channel (including breakdown by geography or location). Skylum may request you to provide the reports in a specific form and/or to include any specific information in the reports. The reports shall be provided within ten (10) Business Day from Skylum's request.
   4. During the Term and for three (3) years thereafter, you will maintain complete and accurate books and records sufficient to verify your compliance with the provisions of the Agreement. You will, upon at least ten (10) Business Days’ prior notice from Skylum, allow Skylum to audit such books and records (if necessary, at your premises) to the extent necessary to verify your compliance with the Agreement, provided that, such audit is conducted during normal business hours and in a manner not designed to interfere unreasonably with your ordinary business operations. If any such audit reveals that you has underpaid payments or other fees owed to Skylum under the Agreement for any quarter by more than three percent (3%), you will, in addition to correction of the non-compliance, within ten (10) Business Days of your receipt of notice of non-compliance from Skylum, reimburse Skylum for all expenses incurred by Skylum in connection with such audit.
6. Term and Termination.
   1. The initial term of the Agreement will begin as of the Effective Date and, unless earlier terminated as provided elsewhere in the Agreement, will expire on the first (1st) anniversary of the Effective Date (the “Initial Term”). Thereafter, the Agreement will automatically renew for successive one (1) year terms (each a “Renewal Term”, and together with the Initial Term, the “Term”) unless either Party provides written notices of non-renewal to the other Party at least thirty (30) days prior to the end of the then-current Term.
   2. Without limiting any other rights or remedies that either Party may have at law or otherwise, either Party (“Terminating Party”) may terminate the Agreement by Notice to the other (“Non-Terminating Party”) if the Non-Terminating Party breaches any of its material obligations hereunder, provided that (a) the Terminating Party sends written notice to the Non-Terminating Party describing the breach, and (b) the Non-Terminating Party does not cure the breach within thirty (30) days following its receipt of such notice. Notwithstanding the foregoing, the cure period described in clause (b) above will not apply in the event of a material breach of Section 3, Section 8, Section 9 or Section 10, or the Brand Guidelines as applicable to you, and in such event the Terminating Party may terminate the Agreement immediately upon Notice to the Non-Terminating Party.
   3. Without limiting anything in this Section, if at any time either Party reasonably believes that the other Party is violating Applicable Law related to its performance of the Agreement, such Party may (i) immediately suspend any aspect of its performance under the Agreement upon notice to the other Party, until such time as the alleged violation is cured or the suspending Party reasonably determines that no such violation has occurred; and (ii) terminate the Agreement upon Notice to the other Party if such violation is not cured within fifteen (15) days after written notice of suspension.
   4. Without limiting any other rights or remedies that Skylum may have at law or otherwise, Skylum may terminate the Agreement at any time, without cause or without the occurrence of a default, effective upon thirty (30) days’ prior Notice to you.
7. Effect of Termination.
   1. Upon the expiration or termination of the Agreement all license rights granted to either Party will terminate and you will immediately cease offering Applications for sale, including by ceasing to display any offering terms regarding the same. You will as soon as possible but in no event later than ten (10) Business Days after the effective date of expiration or termination of the Agreement, cease all uses of the Skylum Marks and Skylum Materials. Skylum will, no later than ten (10) Business Days after the effective date of expiration or termination of the Agreement, cease any uses of Company's Marks. Upon termination, each Party shall deliver or destroy all Confidential Information of the other Party which is in its possession, care or control at such other Party’s election (except for information that is required to be kept for backup or data retention purposes, in which case such information will be kept confidential in accordance with Section 9 until deletion), and upon the other Party’s request, provide a written certification of the same. The expiration of the Term or any suspension of performance hereunder will not void any pending sale of an Application to a Purchaser or Recipient that has been properly issued and authorized. Upon expiration or termination of the Agreement, you will return all unsold Application's Copies to Skylum. For the avoidance of doubt, such unsold Application licenses are not subject to any reimbursement, compensation or buyback.
   2. In addition to any payment obligations arising prior to the termination or expiration of the Agreement, the following Sections of these Terms will survive the termination of the Agreement: Section 1; Section 4.5; Section 5.4; Section 7.2; Section 8.1; Sections 10-14, as well as other provisions that shall survive termination in accordance with their nature.
8. Intellectual Property Rights.
   1. Skylum reserves all right, title and interest in and to the Applications, Skylum Materials and all related Intellectual Property Rights, and except as expressly set forth in the Agreement, no right, title, interest or license to them is transferred or granted pursuant to the Agreement; provided, further, that the Agreement shall not be deemed to grant you any right to defend or prosecute any Claims relating to the Applications or any Intellectual Property Rights of Skylum, all of which are expressly reserved to Skylum.
   2. Skylum grants to you a fully paid-up, non-exclusive, non-transferable, non-sublicensable, non-assignable right and limited license during the Term to use the Skylum Marks and Skylum Materials solely to the extent necessary to market, offer and sell Applications to Company's Purchasers and Recipients in the Territory through the Resale Channels. You may not use in any way any Skylum Marks or Skylum Materials, or authorize any Affiliate of you or other third party to do the same, except as expressly provided in the Agreement.
   3. You grant to Skylum, a fully paid-up, royalty-free, non-exclusive, non-transferable, non-assignable right and license during the Term to use Company's Marks for the sole purposes of advertising and promoting the availability of Applications through the Resale Channels, for creating branded web pages on the Skylum's website, and for any other purposes that the Parties may agree in writing (including via email). Skylum may not use in any way any Company's Marks, or authorize any other third party to do the same, except as expressly provided in the Agreement. All goodwill arising out of Skylum’s use of Company's Marks will inure to the sole benefit of you.
   4. Skylum grants to you a non-exclusive, non-transferable, non-sublicensable, non-assignable right and limited license during the Term to resell and distribute to Purchasers or Recipients, Applications' Copies for which you has paid Skylum pursuant to Orders under Section 3. Upon execution of any such resale transaction, Skylum shall license the use of the Application to the Purchaser or Recipient under the terms of a Skylum end user license agreement, which includes without limitation, the Skylum privacy policy, and the Parties understand and agree that you are not a party to any such end user license agreement.
   5. Neither Party may issue any press release or other public statement with respect to the Agreement unless the content, timing and method of distribution of such press release or public statement has been approved in writing by the other Party in such other Party’s sole discretion. The Parties may also carry out other marketing or promotional activities in cooperation with each other to the extent they may mutually agree in writing from time to time.
9. Data and Information.
   1. Nothing in the Agreement will be interpreted as requiring Skylum to give you any information regarding Skylum’s sales or licensing of the Applications, or any other customer or sales information.
   2. You will not solicit, advertise, or otherwise send commercial communications (including by displaying targeted advertising) to any Purchaser or Recipient based solely on the purchase or receipt of an Application; provided, however, that you may send commercial communications to your customers generally in accordance with Applicable Law and your own privacy policy.
10. Nondisclosure.
    1. The terms of the Agreement and any non-public information and/or materials provided by either Party to the other Party in connection with the performance of the Agreement (other than information or materials that: (a) were known to the receiving Party at the time of disclosure; (b) were received from a third party without breach of any duty of confidence; (c) were independently developed by the receiving Party without reference to any confidential information of the other Party; or (d) are or become a part of the public domain through no act or omission of the receiving Party) (“Confidential Information”), are the confidential and proprietary information of the disclosing Party, and the receiving Party will maintain the same in strict confidence and not disclose the same to any third party or use the same for any purpose other than the performance of the Agreement except to the extent that disclosure is required by Applicable Law.
    2. In addition, each Party agrees to comply and continue to comply with all of the terms, conditions and requirements set forth in any confidentiality, nondisclosure or similar agreement entered into previously, contemporaneously or in the future by the Parties and/or their respective Affiliates.
    3. Without limiting the foregoing, the Parties agree that (a) transaction information about you sales to Purchasers and Recipients hereunder is the Confidential Information of both Parties; and (b) other information about Recipients and any other users of Skylum collected or otherwise obtained by Skylum or its Affiliates is Confidential Information of Skylum and its Affiliates.
    4. A disclosure by a receiving Party of any of a disclosing Party’s Confidential Information (a) in response to a valid order by a court or other governmental body; (b) as otherwise required by law; or (c) necessary to establish the rights of either Party under the Agreement shall not be considered to be a breach of the Agreement by the receiving Party; provided, however, that receiving Party must provide prompt prior written notice thereof to the disclosing Party to enable disclosing Party to seek a protective order or otherwise prevent the disclosure. Further, the receiving Party shall disclose only the minimum amount of the Confidential Information that it is legally required to furnish and, where appropriate, will exercise its best efforts to obtain written assurances that confidential treatment will be accorded to such Confidential Information.
    5. In the case of a breach of the confidentiality provisions of this Section 10, the Parties hereby agree that their respective remedies at law are inadequate, and consent to equitable enforcement of their obligations under said sections without any requirement to show irreparable harm, by a court of competent and appropriate jurisdiction.
11. Representations and Warranties.
    1. Each Party represents and warrants to the other that: (a) it has all right, power, and authority necessary to enter into and perform the Agreement; (b) when executed and delivered, the Agreement will constitute its legal, valid and binding obligations enforceable against it in accordance with its terms; and (c) it will comply with all Applicable Law in its performance of the Agreement.
    2. You represent and warrant to Skylum and its affiliates that your selling, marketing, advertising, and promotion of the Applications will not: (a) infringe on any third party's rights; and (b) violate any Applicable Law.
    3. THE PARTIES AGREE AND UNDERSTAND THAT YOU WILL MAKE NO WARRANTIES AS TO THE PERFORMANCE OF THE APPLICATIONS TO ANY PURCHASER OR RECIPIENT, AND ANY WARRANTIES WITH RESPECT TO THE APPLICATIONS SHALL ONLY BE AS BETWEEN SKYLUM AND A PURCHASER OR RECIPIENT IN ACCORDANCE WITH THE TERMS OF SKYLUM’S END USER LICENSE AGREEMENT.
    4. EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, NEITHER PARTY OR ITS AFFILIATES MAKES ANY REPRESENTATIONS OR WARRANTIES TO EACH OTHER IN RELATION TO THE AGREEMENT, THE APPLICATIONS OR ITS PERFORMANCE HEREUNDER, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
12. Indemnity.
    1. You will defend and indemnify Skylum and its Affiliates (and each of their respective employees, directors, representatives and contractors) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any Claim to the extent such Claim is based on (a) any breach of the Agreement by you; (b) any reckless act or omission, wilful misconduct or negligence of you; (c) any marketing, promotional, advertisement or resale activities undertaken by you; (d) the employment, direction or control of employees, contractors and agents of you; (e) your violation of any representation or warranty; or (f) any taxes that you are legally obligated to pay in any jurisdiction, which are incurred or arise in connection with or related to your business activities (under the Agreement or otherwise), and any claims, causes of action, costs (including, without limitation, reasonable attorneys’ fees) and any other liabilities of any nature whatsoever related to such taxes.
13. Disclaimers, Limitations and Reservations.
    1. EXCEPT FOR LIABILITIES ARISING OUT OF A BREACH OF SECTION 10 (NONDISCLOSURE), GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR TO THE EXTENT AWARDED TO A THIRD PARTY IN A JUDGMENT AGAINST WHICH A PARTY IS ENTITLED TO INDEMNIFICATION PURSUANT TO SECTION 12 (INDEMNITY), (A) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY SUCH DAMAGES (AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY), INCLUDING, WITHOUT LIMITATION, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; AND (B) SKYLUM'S ENTIRE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT WILL NOT EXCEED THE AMOUNTS DUE OR PAID UNDER THE AGREEMENT; AND (II) USD $10,000.00. NOTHING IN THIS SECTION 13.1 SHALL LIMIT YOUR OBLIGATION TO PAY AMOUNTS ACCRUED OR PAYABLE TO SKYLUM UNDER THE AGREEMENT.
    2. You acknowledge and agree that: (a) you have no expectation and has received no assurances that your business relationship with Skylum or its Affiliates will continue beyond the Term (or its earlier termination), that any investment by it in connection with the Agreement will be recovered or recouped, or that it will obtain any anticipated amount of profits; and (b) you will not have or acquire by virtue of the Agreement or otherwise any vested, proprietary or other right in the promotion of any products or services provided by Skylum or its Affiliates or in any goodwill created by its efforts.
14. Miscellaneous.
    1. Although these Terms may be publicly available on Skylum’s website or otherwise, they do not constitute a public offer and Skylum reserves the right to reject any application to participate in Skylum Reseller Program at its own discretion.
    2. Except as provided otherwise in the Agreement, each Party will be responsible for its own costs and expenses in connection with the Agreement.
    3. Each Party is an independent contractor in relationship to the other Party, and will have no right, authority or power to create any obligation or responsibility, express or implied, on behalf of or in the name of such other Party.
    4. Any notice or other communication under the Agreement given by either Party to the other Party will be in writing and must be sent to the intended recipient by registered letter, receipted commercial courier, or by email at its notice address as specified in the Form (“Notice”). Email of the Program Manager is considered the Party's (additional) email for notices, and changing the Program Manager shall be deemed as changing or providing an additional email address for Notices. Either Party may from time to time change such address or individual by giving the other Party Notice of such change.
    5. You may not assign the Agreement, in whole or in part, without the prior written consent of Skylum (which will not be withheld unreasonably). Skylum may freely assign to Affiliates and/or third parties any or all of its rights and obligations hereunder, in its sole discretion.
    6. The failure of either Party to enforce any provision of the Agreement or to exercise any rights or remedies under the Agreement will not constitute a waiver of the Party’s rights to subsequently enforce the provision or exercise such rights or remedies. The remedies specified in the Agreement are in addition to any other remedies that may be available at law or in equity.
    7. This Agreement, its (in)validity, conclusion, performance, termination and any other matters arising out of or in connection to it, will be governed by and construed in accordance with the laws of the State of Nevada, USA, regardless of any conflict of laws provisions. The Parties agree that any dispute arising under this Agreement will be resolved exclusively through the Nevada state or federal courts (according to their jurisdiction), and both Parties irrevocably consent to the exercise of jurisdiction by said courts over them.
    8. The Parties expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods, which shall not govern the Agreement.
    9. The Agreement represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous or contemporaneous oral or written agreements regarding such subject matter.
    10. Skylum may amend these Terms at any time by posting an updated version on its website and/or by notifying you of the amended Terms in another way, provided that Skylum will notify you of any material changes at least 30 days before they become effective.
    11. Except as expressly set forth in the Agreement, the Agreement may not be modified or amended except by an instrument or instruments in writing signed by the Party against whom enforcement of any such modification or amendment is sought. If any provision of the Agreement is held to be invalid, such invalidity will not affect the remaining provisions.

SCHEDULE A
Skylum Mark Usage and Brand Guidelines

These guidelines apply to use of the trademark "Skylum, as well as the "Skylum logo, logotype, and all other Skylum Marks in materials that have been approved in advance by Skylum US or other entity designated by Skylum US. Failure to comply with this "Schedule A will be considered a material breach of the Skylum Applications Reseller Agreement.

1. You may use Skylum Marks solely for the purpose authorized by Skylum in the Reseller Agreement.
2. You may not alter any Skylum Mark in any manner. For example, but not to limit the generality of the foregoing, do not change the proportion, color, or font of any Skylum Mark, or add or remove any trademark notice or other symbols.
3. You may not use any of the Skylum Marks to disparage Skylum and/or its affiliates, its products or services, or in a manner which, in Skylum’s reasonable judgment, may diminish or otherwise damage Skylum’s goodwill in the Skylum Marks.
4. Each of the Skylum Marks must appear by itself, with reasonable spacing (at least the height of the subject Skylum Mark) between each side of the Skylum Mark and any other graphic or textual elements.
5. Except as directed by Skylum US, the ™ symbol must be used adjacent to each Skylum Mark.
6. Except as directed by Skylum US, the following statement must be included in any materials that include the Skylum Mark: “Skylum and the Skylum logo are trademarks of Skylum Software or its affiliates.” Similar statements shall be used for each of the Application trademarks and logos, as designated by Skylum US from time to time.
7. You shall not register or use any public or private Internet domain name, social media account or handle, or any similar intangible asset incorporating any of the Skylum Marks in whole or in part, without the express prior written permission of Skylum US. If granted, any such permission shall be for the sole purpose of the marketing and sale of the Applications in the Territory during the term of the Agreement and subject always to you acknowledging (a) the superior and exclusive right of Skylum in the Skylum Marks and (b) that any right arising out of your use of the Skylum Marks as a domain name or social media account or handle shall belong to Skylum and not to you. Upon termination or expiration of the Agreement, or upon demand of Skylum (whichever shall occur earliest), you shall surrender or assign to Skylum the domain name, social media account or handle, or any other similar intangible asset if registered in Company's name. All legal and other costs incurred in such registration and subsequent surrender or assignment shall be borne by you.
8. The following activities are strictly prohibited:
9. Posting content or transmitting, redirecting, or communicating any information or data that contains anything objectionable to Skylum, including, but not limited to:
10. Changes to any terms or conditions of Skylum end-user licenses or privacy policies;
11. Text or pictorial content that is vulgar, threatening, abusive, harassing, defamatory, hateful, or racially, ethnically or otherwise objectionable;
12. References to or use of adult content or material, sexually explicit images or similar content;
13. The promotion or depiction of illegal substances or activities.
14. Engaging in any activities considered by Skylum, in its sole discretion, as “spam” or “trolling” of others or otherwise engaging in violation of internet etiquette or best practices or the rules of any applicable social media or third party advertising platform;
15. Offering incentives to users to click on ads or any promotions, including, but not limited to, awarding them cash, points, prizes, and contest entries;
16. Impersonating any person or entity or falsely stating or otherwise misrepresenting you affiliation with a person or entity;
17. Forging headers or otherwise manipulating identifiers in order to disguise the origin of any content;
18. Violating any patent, trade secret, copyright, trademark or personal, privacy or proprietary rights of any third party;
19. Transmitting or communicating any data that contains viruses, malware or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
20. Obtaining or accumulating personal information or collecting or storing data in violation of applicable privacy policies or Applicable Laws;
21. Violating any Applicable Laws governing the dissemination of e-mails;
22. Spawning entry pop-ups or exit pop-ups on any website;
23. Installing or executing on another’s computer one or more additional software program(s) without express consent of the user, or if such consent is given, failing to provide instructions to readily disable or uninstall the software;
24. Removing any trademarks, logos or other identifying information from the advertisements or banners as provided by Skylum, or using any advertising or promotional materials that may dilute, blur, tarnish or infringe any Skylum Mark; or
25. Reading, intercepting, recording, redirecting, interpreting, or filling in the contents of any electronic form or other materials submitted to Skylum by any third party.
26. Skylum reserves the right in its sole discretion to modify these guidelines at any time and to take appropriate action against any use without permission or that does not conform to these guidelines.

SCHEDULE B
List of Branded Keywords

1. Skylum;
2. skylum.com;
3. Luminar Neo;
4. Luminar;
5. Luminar AI;
6. Luminar 3;
7. Luminar 4;
8. Aurora HDR;
9. Photolemur;
10. Airmagic;
11. AI Accent;
12. AI Sky Replacement; and
13. any misspellings or similar alterations of the above.