Reseller Program Terms of Use

Effective date: December 19, 2024

This Reseller Program Terms of Use ("Agreement") constitutes the agreement between you ("You", "Reseller") and MacPaw Way Ltd., registration number 428214, or our affiliates ("we", or "us", "our", "MacPaw") regarding granting you by MacPaw a one-time, non-exclusive right to resell licenses or subscriptions (as applicable) to the Software to End Users pursuant to the End User Agreement(s).

YOU MUST READ AND ACCEPT THIS AGREEMENT BEFORE REGISTERING THE RESELLER ACCOUNT.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT PROCEED WITH THE PROCESS OF REGISTERING OF THE RESELLER ACCOUNT, AND LEAVE THE WEBSITE. BY CLICKING THE "I AGREE WITH TERMS OF USE" BUTTON, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

PLEASE TAKE A NOTE THAT THESE RESELLER PROGRAM TERMS OF USE ARE APPLICABLE ONLY TO THE RESELLERS (I) HAVING A REGISTERED RESELLER ACCOUNT AND (II) MAKING THE ORDER THROUGH SUCH RESELLER ACCOUNT UP TO 50 (FIFTY) ACTIVATION CODES (INCLUSIVE) IN ONE ORDER. IF YOU ARE WILLING TO ORDER MORE THAN 50 (FIFTY) ACTIVATION CODES, YOU SHALL CONTACT MACPAW REPRESENTATIVE AND ENTER INTO A SEPARATE AGREEMENT WITH MACPAW.

If you are accepting this Agreement on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the party that you represent.

Individually, either the Reseller or MacPaw may be referred to as a "Party" and, together, MacPaw and the Reseller may be referred to as the "Parties".

1. Introduction (Subject Matter)

This Agreement sets forth the terms and conditions that apply to the Reseller's placement of any Orders for the resale of Licence(s) or Activation Code(s) of the Software to the End User(s).

2. Definitions

The following terms shall have a defined meaning as used in this Agreement:

  1. "Activation Code" means the alphanumeric code that must be input into Software upon first use so that Software functions properly. The Activation Code is supplied to End User by Reseller after purchase.
  2. "Affiliates" means any entity that, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a Party, where "ownership" means the beneficial ownership of fifty percent (50%) or more of an entity's voting equity securities or other equivalent voting interests and "control" means the power to direct the management or affairs of an entity.
  3. "Confidential Information" means information that one party provides to the other hereunder which, if in written form, is marked "confidential" or with a similar legend by the disclosing party before being furnished to the other, or if disclosed orally or visually is identified as such prior to disclosure. The Activation Codes, source and/or object code(s) of the Software shall be treated as Confidential Information, whether or not it is designated as confidential information upon disclosure.
  4. "Effective Date" means the date on which you place the appropriate Order to resell the Activation Codes to End Users pursuant to this Agreement.
  5. "End User" means an end-user customer of the Software.
  6. "End User Agreement" means the then-current version of the agreement between End Users and MacPaw concerning the Software, which is available at the website where the Software is distributed.
  7. "Fee" means the fee due from the Reseller to MacPaw for each Activation Code or copy of the Software purchased by the Reseller.
  8. "License" means a permission to install, access and use a copy of the Software.
  9. "Order" means an order for the Activation Codes submitted by the Reseller hereunder using the Order Form in the Reseller's Account and approved by MacPaw.
  10. "Order Form" means an online form filled in by the Reseller in their Reseller Account to purchase the Activation Code or a copy of the Software.
  11. "Privacy Policy" means MacPaw's Privacy Policy available at https://setapp.com/privacy-notice.
  12. "Reseller Account" means the account registered by the Reseller via the link provided by the representative of MacPaw.
  13. "Scope of Use" means End User's authorized Scope of Use for the Software specified in an Order.
  14. "Software" means MacPaw's software product(s) (including those as described at setapp.com and as modified from time to time) as available for order in the Reseller Account.
  15. "Subscription" means access to the Software during a certain period of time.
  16. "Territory" means worldwide, unless stated otherwise in Order Form.
  17. "User Documentation" means MacPaw's End User documentation for the applicable Software, as modified from time to time by MacPaw in its sole discretion.

3. Reseller Rights and Restrictions

3.1. Resale of Licence(s) or Subscription(s)

Limited Right to Resell Activation Codes. Subject to all of the terms and conditions of this Agreement, during the Term, MacPaw grants the Reseller a one-time, non-exclusive right to resell Licence(s) or Subscription(s) by providing Activation Code(s) directly to End Users, for the End Users' own use (i) within the applicable Order and (ii) pursuant to the End User Agreement. All resales are subject to the Reseller's submission of the Order Form and MacPaw's acceptance of the applicable Order Form.

No Indirect Sales. The Reseller's rights under this Agreement are non-transferable and non-sublicensable. The Reseller may not resell Licence(s) or Subscription(s) to subresellers, or third parties for further resale, redistribution, sharing, or transfer.

3.2. Restrictions on Use

The Reseller shall not and shall ensure that other third parties shall not:

  1. modify, adapt, alter, translate, copy, perform, and display (publicly or otherwise) or create derivative works based on the Software;
  2. modify, adapt, alter, translate, copy, perform, and display Activation Codes;
  3. merge or bundle the Software with other software unless otherwise expressly agreed in writing between the Parties;
  4. lease, rent, or loan the Software/License Activation Codes;
  5. transfer the Software/License Activation Codes to any third party, except that Reseller is authorized to transfer the Software/License Activation Codes to End Users as provided herein;
  6. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; or
  7. remove, modify, or obscure any identification or proprietary or restrictive rights markings or notices from the Software.

4. Right to Change Terms

4.1. MacPaw Rights

MacPaw, in its sole discretion, has the right to add, delete, modify, and otherwise make changes to the Software offered under this Agreement, to change the License Fee, and to make other changes to this Agreement (collectively, "Changes") effective following the publication of such Changes on the website and in the Reseller Account.

5. Payment and Delivery of Activation Codes

5.1. Payment

The Reseller shall pay MacPaw the Fee for each Activation Code the Reseller intends to purchase. The Reseller shall make an Order for Activation Codes by filling in and submitting the Order Form through the Reseller Account and upon receipt of such Order MacPaw shall issue an invoice to the Reseller for the relevant Order. The Reseller is obliged to make payment under the invoice within 30 (thirty) calendar days from the date of its receipt. The Activation Codes are transferred to the Reseller during 24 hours after the order is submitted.

5.2. Taxes and Duties

In addition to any payments due under this Agreement, the Reseller agrees to pay, indemnify and hold MacPaw harmless from any sales, use, excise, import or export, value-added or similar tax or duty, and any other tax not based on MacPaw's net income, including any penalties and interest, due to any payment to be made by the Reseller pursuant to this Agreement.

5.3. Procedure for Delivery of Activation Codes to the Reseller

Delivery of the Activation Codes from MacPaw to the Reseller will occur electronically through the Reseller Account and risk of loss, damage, or corruption to or of the Activation Codes will pass to the Reseller upon safe receipt of Activation Codes by the Reseller.

6. Obligations

6.1. Marketing

  1. The Reseller agrees to use its best efforts to market, promote and solicit sales for the Activation Codes on a continuing basis, and further agrees that its marketing and advertising efforts will be of high quality, in good taste, and will preserve the professional image and reputation of MacPaw and the Software.
  2. The Reseller acknowledges and agrees that the marketing and promotion of the Software and Activation Codes is an integral part of the value of the Software and of MacPaw's brand, and the Reseller agrees to submit any promotions, discount plans, or like marketing strategies for the Software or Activation Codes to MacPaw and to obtain MacPaw's approval prior and as a precondition to implementing the same.

6.2. End User Support by MacPaw

Subject to the terms and conditions governing such support website then in effect, MacPaw shall provide electronic support to End Users at the website https://setapp.com/ or any successor website thereto.

6.3. The Reseller Support

Subject to the terms and conditions governing such support web site then in effect, MacPaw shall provide electronic support to the Reseller at the website https://setapp.com/ or any successor website thereto.

7. License to Use MacPaw Trademarks

MacPaw hereby grants to the Reseller a nonexclusive, limited license to use the trademarks set forth at the website https://setapp.com/ and the applicable Software trademarks (collectively, the "Trademarks") solely in its distribution, advertising, and promotion of the Software. The Reseller's use of the Trademarks shall be in accordance with applicable law and MacPaw's policies regarding advertising and trademark usage as established occasionally.

8. Ownership of Proprietary Rights

The Reseller acknowledges that the Software is proprietary to MacPaw and that MacPaw retains exclusive ownership of the Software and all intellectual property rights associated therewith. The Reseller will take all reasonable measures to protect MacPaw's proprietary rights in the Software. Except as provided herein, the Reseller is not granted any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, franchises, or licenses with respect to the Software.

9. Non-Disclosure

Each party agrees to exercise at least the same degree of care to safeguard the Confidential Information of the other party as such party would exercise to safeguard the confidentiality of its own Confidential Information, but not less than reasonable care. Each party agrees not to (i) disclose to any third party any Confidential Information of the other party or (ii) use the Confidential Information of the other party for any purpose not specified in this Agreement.

10. Warranty

10.1. Software

MacPaw warrants the Software only to End Users, pursuant to the terms and conditions of the applicable End User Agreement, and no warranty is extended to the Reseller or other third parties. The Reseller is not authorized to offer any Software warranties whatsoever to End Users.

10.2. Warranty Disclaimer

MacPaw MAKES NO OTHER WARRANTIES RELATING TO THE SOFTWARE, EXPRESS, STATUTORY OR IMPLIED, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF NONINFRINGEMENT OF THIRD PARTY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.

10.3. Reseller's Warranties

The Reseller represents and warrants that (i) it will not alter the terms of the End User Agreement in any manner or provide any other warranty to End User; (ii) it will perform its obligations under this Agreement in a professional and workmanlike manner, and in accordance with industry standards; (iii) performance of its obligations under this Agreement will comply with all applicable federal, state or local laws, rules, regulations, executive orders and other orders; (iv) it has full power and authority to enter into this Agreement; and (v) the performance of its obligations under this Agreement will not violate any agreements between the Reseller and third parties.

11. Indemnity

11.1. MacPaw Indemnity

MacPaw shall defend any claim, suit or proceeding brought against the Reseller, and pay the resulting damages therefrom, insofar as it is based on a claim that the Software constitutes an infringement of a United States copyright or trade secret enforceable in the United States, provided that the Reseller (i) gives MacPaw prompt written notice of any such claim; (ii) allows MacPaw to control, and fully cooperates with MacPaw in, the defense and all related settlement negotiations of such claim; and (iii) does not enter into any compromise or settlement made without MacPaw's consent.

11.2. Reseller Indemnity

The Reseller agrees to defend, indemnify and hold MacPaw harmless from any claims or damages (inclusive of MacPaw's reasonable attorneys' fees) made against MacPaw as a result of (i) negligence, misrepresentation, or error or omission on the part of the Reseller or representatives of the Reseller or (ii) any claims, warranties or representations made by the Reseller or the Reseller's employees or agents which differ from the warranty provided by MacPaw in the End User Agreement.

12. Term and Termination

12.1. Term of the Agreement

This Agreement is effective as of the date of acceptance of this Agreement and continues for an initial term of 12 months and will renew for successive 12-month periods to the extent there is an active Order, unless either Party gives the other Party notice of non-renewal at least 30 days before the current term ends (the "Term").

12.2. Termination of the Agreement

  1. With Cause. Either party may terminate this Agreement upon thirty (30) calendar days written notice of a material breach of this Agreement if such breach is not cured within such thirty (30) calendar day period.
  2. Without Cause. Either party may terminate this Agreement at any time. The Reseller can delete the Reseller Account and provide written notice to MacPaw about the termination of this Agreement.

12.3. Rights Upon Termination

  1. After notice of termination/deletion of the Reseller Account but prior to the effective termination date, MacPaw shall be entitled to (i) reject all or part of any Orders received from the Reseller after notice but prior to the effective termination date and/or (ii) require the Reseller's performance of any outstanding Orders.
  2. Within ten (10) calendar days after the effective termination date, each party shall return or destroy, at its own expense and the other party's instruction, any of the other party's Confidential Information.
  3. The payment date of all monies due to MacPaw shall automatically be accelerated so that they shall become due and payable on the effective termination date.
  4. The Reseller shall immediately cease using the Trademarks and discontinue all representations that it is a MacPaw's Reseller.

13. Consequential Damages Waiver

MacPaw WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Limitation of Liability

Notwithstanding any other provisions of this Agreement, MacPaw's aggregate liability to the Reseller under any claims arising out of this Agreement shall not exceed the total license fees paid by the Reseller to MacPaw during the twelve (12) month period preceding the date of the initial event resulting in such claims.

15. Independent Contractors

The relationship of MacPaw and the Reseller established by this Agreement is that of independent contractors, and neither party is an employee, agent, partner, or joint venturer of the other.

16. Miscellaneous

16.1. Notices

All notices permitted or required under this Agreement shall be in writing to the e-mail addresses indicated either in this Agreement or in the Reseller Account, and shall be deemed received upon next calendar days after the e-mail was sent.

16.2. Force Majeure

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party.

16.3. Assignment

This Agreement may not be assigned by the Reseller without the prior written approval of MacPaw. For the purposes of this section, a change in the persons or entities who control 50% or more of the equity securities or voting interest of the Reseller shall be considered an assignment of the Reseller's rights.

16.4. Waiver

The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

16.5. Severability

In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by the applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole.

16.6. Injunctive Relief

It is expressly agreed that a violation of Sections 3, 7, 8, or 9 of this Agreement will cause irreparable harm to MacPaw and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, MacPaw will be entitled to an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violation of any or all of the provisions hereof.

16.7. Arbitration

Any controversy or claim arising out of or relating to this Agreement or its breach shall be settled by arbitration administered by the American Arbitration Association ("AAA") in accordance with AAA's then-current rules.

16.8. Choice of Law

This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of California.

16.9. No Agency

Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.

16.10. Export Controls

The Reseller shall not export or import, directly or indirectly, any Software, Activation Codes, or technical data or software acquired or to be provided under this Agreement, or the direct product of any such technical data or software, to any country for which the United States government or any agency thereof, or the government of any other jurisdiction to which the Software or technical data may be shipped, at the time of export, requires an export or import license or other government approval, without first obtaining such license or approval.

16.11. Survival

Sections 4, 6.4, 8, 9, 10, 11, 12, 13, 14, 15, and 16 will survive any termination of this Agreement.

16.12. Warranty

THE RESELLER WARRANTS THAT IT HAS FULL POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT, AND THE PERSON SIGNING THIS AGREEMENT ON THE RESELLER'S BEHALF HAS BEEN DULY AUTHORIZED AND EMPOWERED TO ENTER INTO THIS AGREEMENT. THE RESELLER FURTHER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT.

16.13. Entire Agreement

This Agreement constitutes the entire, complete, and exclusive agreement between the Parties and supersedes all previous agreements or representations, oral or written, relating to the subject matter hereof.

16.14. Changes to the Agreement

All changes, modifications and amendments hereto shall be valid provided they are published on the website https://setapp.com/ and in the Reseller Account. We reserve the right to update this Agreement from time to time at our sole discretion by posting the updated Agreement to this site or a successor site.

16.15. Contact Information

Except as otherwise set out in this Agreement, please direct your communications concerning this Agreement to MacPaw Way Ltd.; 25 Serifou, Allure Center 11, Office No. 11-12, 2nd Floor, 3046 Zakaki, Limassol, Cyprus; [email protected].