Effective: June 15, 2023.

To become an official Movavi reseller, you should carefully read these Terms and Conditions of the Reseller Program (“Reseller Program Terms”) as well as be aware of our EULA, Privacy Policy, Terms of Use, and Refund Policy. The Reseller Program Terms apply to your participation in the Vendor Reseller Program (“Reseller Program”) and constitute a legally binding agreement between you and the Vendor.

By submitting an application for participation in the Reseller Program or applying for participation in the Reseller Program otherwise as permitted on the Vendor Website, you acknowledge that you have read, understood, and agree to be bound by these Reseller Program Terms.

PLEASE READ THESE RESELLER PROGRAM TERMS CAREFULLY. IF YOU DO NOT AGREE WITH THESE RESELLER PROGRAM TERMS, YOU MAY NOT APPLY FOR PARTICIPATION OR PARTICIPATE IN THE RESELLER PROGRAM.

“End User” – the Reseller’s customer who is an actual user of the Vendor Software, including individual users, businesses, educational, government, and public institutions.

“License” – a limited right to use a copy of the Vendor Software granted to the End User on a “purchase and activate” basis, provided that one License is used on one machine.

“Partner Control Panel” – the Reseller’s account on the Avangate Partner Portal, granted by the Vendor to the Reseller.

“Purchase Link” – a special link to the cart with the products requested and all appropriate discounts applied, an option suitable for the Reseller’s single irregular orders.

“Reseller Commission/Margin” – a value of the discount granted by the Vendor to the Reseller in accordance with their efforts promoting the Vendor Software Licenses.

“Reseller or you” – an individual or legal entity, having their own customers base and willing to promote the Vendor Software through available channels, provided that the Vendor has approved such individual or legal entity to promote and resell the Vendor Software Licenses.

“Special Discount for Nonprofit Organizations” – a special 20% discount for any type of nonprofit organizations: government, public, and other social institutions.

“Vendor or we” – Movavi Software Limited, a provider of multimedia-creating and -editing software.

“Vendor Software” – multimedia-creating and -editing software owned or licensed by the Vendor.

“Vendor Website” – www.movavi.com and any of its subdomains.

“Volume Order” – an order for 6 or more copies of any business products, for 10 or more copies of Movavi Academic, or for 30 or more copies of other educational products (applies to legal entities only).

“Volume Pricing Discount” – a value of the special discount for a volume order.

Personal License, intended for home use by individuals for their private purposes, without any commercial gain.

Business License, intended for use by all types of legal entities, including any kind of nonprofit organizations.

Educational License, intended for use by educational organizations.

Licenses could be provided both as lifetime and/or subscription options (including annual and monthly subscriptions).

Lifetime License implies a lifetime right to use the applicable Vendor Software License. A lifetime License does not need to be renewed and includes all minor updates available for free within one version. If the End User desires to use the next version of the applicable Vendor Software License, once it has been released, they should obtain the new License on a paid basis.

Subscription License has the effective and expiration dates, the applicable subscription period specified on the Vendor Website. During the subscription period, all upgrades are available for free, including major updates to the next version.

Subject to all of the terms and conditions of these Reseller Program Terms, during the Term, the Vendor grants to the Reseller a limited, non-exclusive, non-transferable (unless otherwise agreed in writing between the Vendor and the Reseller) right to promote and resell the Vendor Software Licenses directly to End Users, for the End Users’ own use (i) within the applicable License limitations and (ii) pursuant to the EULA.

Unless otherwise specified in a separate agreement between the Vendor and the Reseller, the Reseller undertakes to promote and resell the Vendor Software Licenses to End Users at the official Vendor Website price effective on the date of sale according to these Reseller Program Terms. The Reseller under no circumstances may lower the price of the Vendor Software Licenses, if not within limited time promotional campaigns meeting the present Reseller Program Terms (see the Promotions section) and other special operations previously approved by the Vendor.

The Reseller is eligible to run limited-time promotional campaigns and other special promotions, provided that a discount rate doesn’t exceed 10%. This discount is supposed to be withheld from the Reseller Margin, unless otherwise agreed by the parties. Starting from 11%, all campaigns and promotions are subject to the Vendor’s prior review and approval. The Reseller commits to provide the Vendor with proposed campaign details in writing, including, but not limited to: a product name, target audience, estimated coverage, marketing channels, discount rate, sales forecast, etc. – in order to receive the Vendor’s consent for special terms and conditions.

The Reseller Commission is 20% of the price for business and personal Licenses (including renewals) and 15% of the price for educational Licenses (including renewals), unless otherwise agreed by the parties in accordance with promotion activities and efforts of the Reseller, along with their sales results.

Special terms and conditions for volume orders from the Reseller’s educational customers are subject to a special price list being provided by the Vendor upon the Reseller’s request.

The Reseller is obligated to independently assess and comply with all relevant tax and legal requirements and is solely responsible for the Reseller’s own tax collection, reporting, and any other obligation arising from the Reseller’s income.

The Vendor reserves the right to change the Reseller Commission rate at its discretion by notifying the Reseller of such change. Commission rate changes will become effective from the date of the notification and apply to the purchases made after the relevant notification date.

Discounts for government, public, and other nonprofit social institutions. Government, public, and other nonprofit social institutions are eligible for a special 20% discount. This applies only to business licenses of the Vendor Software, provided that the Reseller shares the End User’s authentic details with the Vendor.

Volume Pricing Discounts. Volume Pricing Discounts for business Licenses:

Volume Pricing Discounts for educational Licenses are subject to a special price list being provided by the Vendor upon the Reseller’s request.

Upgrade discount. The upgrade discount for End Users that have used previous lifetime versions of the Vendor Software License and desire to upgrade to the latest ones is 15%.

Note. Renewals for subscription Licenses come without any special discount for End Users.

There are two main options to place orders as a Reseller:

1) Via Purchase Link. After you submit an application for participation in the Reseller Program and it is approved by the Vendor, the Vendor provides you with a direct Purchase Link with all appropriate discounts applied, including the Reseller Commission, volume pricing, and other special discounts applicable. In order to receive a proper discount, the Reseller should provide the Vendor with the End User’s specific data (applies to educational, government, and public institutions). After you confirm and pay for your order, you will receive the following emails: one with the payment invoice (confirmation of payment receipt) and one with the download file and License activation key – at the email address you provided during the checkout process. Usually, it takes just a few minutes, so, if you have not received the email within 15 minutes, check your Junk/Spam folder. If the email is not there, please contact us at partners@movavi.com.

Once you receive the activation key, you should forward the License details to the End User and may ask us to reassign the License to your End User's email, if necessary.

2) Via Partner Control Panel. Being registered as the Vendor's partner on the Avangate Partner Portal, the Reseller can place an order using their Partner Control Panel. Regular orders are confirmed automatically. The Reseller Margin is applied automatically as well. In case of special requests, e.g., educational or government volume orders, you should check the checkbox “Order needs vendor review” before clicking the button “Place order.” Provided that the End User’s authentic details are left in a comment, you will be granted all applicable additional discounts. Once the order is approved, you will be able to proceed with the payment. In order to receive the License activation key in a timely manner, you should provide your contact details in the order form.

The Reseller may attach the End User’s information to the order, then the License details will be delivered to the End User automatically. You are solely responsible for obtaining necessary consents from the End Users for providing the Vendor with the End Users’ data for the purposes described herein.

Payments are processed by Avangate BV dba 2Checkout, therefore, the invoice will be issued to you by Avangate.

The invoice is valid for 10 business days, unless otherwise specified in a separate agreement between the Vendor and the Reseller.

There are several payment options available for various currencies. The credit card payment is the most common and the prompt payment method. If available, the Reseller may pay via wire transfer, being aware that the funds may arrive to Avangate’s account with a certain delay.

The Reseller receives the activation key only after the payment is fully processed by Avangate, unless otherwise specified in a separate agreement between the Vendor and the Reseller.

In some specific cases, the invoice may be issued directly by the Vendor.

You must ensure that the billing information used for payment is current and accurate and that you are authorized to use such billing information. Any bank fees and charges shall be borne solely by you.

If the End User experiences technical or other problems that cannot be solved (see our Refund Policy), you can contact us within 30 (thirty) calendar days of the purchase to receive a refund. If the End User is eligible to receive a refund in accordance with our Refund Policy, the money will be returned to your bank or credit card account within 10 business days of confirmation by your account manager for further provision of the refund to the relevant End User.

The Vendor does not provide exclusive sole-distribution rights in any region. No one anywhere and under any circumstances has the right to declare they are the sole distributors of the Vendor Software Licenses.

The Reseller shall not, and shall not permit, engage, or assist others to:

• Use the Vendor Software for any purposes other than those expressly set forth in these Reseller Program Terms.
• Use any marketing materials and copies not approved by the Vendor for use by the Reseller. The Vendor provides you with all materials and copies you may need to promote the Vendor Software Licenses at your request. Any self-designed arts and copies are subject to the Vendor’s prior review.
• Use SPAM / unsolicited email promotion.
• Use brand keywords: bidding on any online advertising system, including, without limitation: Google Ads, Yandex.Market, Yandex.Direct, Google Shopping, Naver, Yahoo! Japan, Bing Contextual Ads, Daum, Sklik, Amazon, for the following keywords and any variation or misspelling: Movavi, Movavi Software, Fastreel, Photo Editor, Gecata, PDFChef, or the Vendor's other trademarks or brand names.
• Use any promotion of the Vendor products in any form on Google Shopping, Yandex.Market, Bing Shopping, Walmart, Taboola, Adriver, DV360, Outbrain, and Criteo.
• Use materials that infringe any intellectual property rights, including the use of our trademarks specified in the List of Movavi trademarks in the domain name. You may use our trademarks only in accordance with the Movavi Trademark Guidelines and to the extent required to establish links and perform your obligations as a Reseller under these Reseller Program Terms (e.g., to list a product in your online catalog).
• Use any other type of illegal marketing or infringing and suspicious campaigns.
• Use the Vendor Software to develop a similar or competing product or service.
• Reverse engineer, decompile, disassemble or otherwise discover the source code of the Vendor Software.
• Modify or create derivative works of the Vendor Software.
• Resell Vendor Software Licenses to End Users or third parties for further resale, redistribution, sharing or transfer. Unless otherwise specified in a separate agreement between the Vendor and the Reseller, the Reseller’s rights under this agreement are non-transferable and non-sublicensable.
• Use the Reseller Program for any illegal or unauthorized purpose.

The Reseller should always add “movavi” and other Vendor trademarks specified in the List of Movavi trademarks as negative keywords while creating advertising campaigns on any search engine and/or site.

If you have any doubts whether your promotion way and material is in line with our policies, please contact your account manager within the Vendor company for advice. Failure to comply with promotion rules could result in your removal from the Reseller Program.

You agree that all rights, title, and interest in and to the Vendor Website, the Reseller Program, the Vendor Software, the technology underlying each of them, all modifications, and any work product the Vendor creates relating thereto, and all intellectual property rights to each of the foregoing, including, without limitation, patent, copyright, trademark, database rights, moral rights, rights to know-how and trade secrets (and any Licenses in connection with any of them) throughout the world, whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, are and will remain the sole and exclusive property of the Vendor, its licensors or affiliates. The Reseller is granted no title or ownership rights to the Vendor Website, the Vendor Software, or the Reseller Program. The Reseller's rights specified herein are strictly limited to these Reseller Program Terms, and the Vendor reserves all rights not expressly granted herein. Notwithstanding any use of terms such as “sale,” “resale,” “purchase,” or likewise hereunder, all Vendor Software are offered by the Vendor on a License or subscription basis only.

In the event that the Vendor makes its trademarks available to you subject to these Reseller Program Terms, you may use our trademarks as long as you follow the usage requirements in this section. You must: (a) only use the images of our trademarks that we make available to you, without altering them in any way; (b) only use our trademarks in connection with the Reseller Program and these Reseller Program Terms; and (c) immediately comply if we request that you discontinue their use. You must not: (i) use our trademarks in a misleading or disparaging way; (ii) use our trademarks in a way that implies we endorse, sponsor, or approve of your services or products; and (iii) use our trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

You grant to the Vendor a nonexclusive, non-transferable, royalty-free right to use and display your trademarks, service marks, and logos in connection with the Reseller Program and these Reseller Program Terms.

The Reseller is under no obligation to give the Vendor any ideas, suggestions, comments, or other feedback related to the Vendor Software, the Vendor Website, the Reseller Program, or the business or operations of the Vendor (“Feedback”). If you elect to provide any Feedback, you agree that all such Feedback is non-confidential and that the Vendor owns all rights to use and incorporate such Feedback into the Vendor’s products or services, without payment or attribution to you.

All confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, (“Confidential Information”) will be safeguarded by the Receiving Party to the same extent that the Receiving Party safeguards its own information of like kind, but using not less than a reasonable degree of care. The Receiving Party shall not use Confidential Information for any purpose outside the scope of this agreement or disclose Confidential Information to any third party (except as explicitly stated in our Reseller Program Privacy Policy). The Receiving Party’s obligations under this section shall not apply to information which is publicly available through no fault of the Receiving Party, already in the Receiving Party’s possession without obligation of confidentiality, rightfully obtained by the Receiving Party from third parties not under obligation of confidentiality, or independently developed by the Receiving Party as evidenced by written documentation. If the Receiving Party is requested pursuant to a court or government order to disclose Confidential Information, the Receiving Party will give the Disclosing Party written notice (if not legally prohibited from doing so) sufficient to enable the Disclosing Party to seek a protective order and the Receiving Party will cooperate with the Disclosing Party in such effort.

This agreement will apply for as long as you participate in the Reseller Program and fulfill all the participation requirements under the Reseller Program, until terminated (“Term”). Either party may terminate this agreement by providing written notice to the other party not less than 30 (thirty) days before the termination date. The Vendor has the right to terminate this agreement and your Reseller account immediately without notice, as well as to deactivate all the Vendor Software License keys in your possession or control without any refund, if you infringe either these Reseller Program Terms or any of the Vendor’s policies.

Termination of this agreement will result in the deactivation or deletion of your Reseller account or your access to your Reseller account. Upon termination of this agreement, all rights of the Reseller specified in this agreement shall terminate. Upon termination of this agreement, the Reseller will (i) immediately, in case of termination by the Reseller for any reason or by the Vendor for Reseller’s breach of or non-compliance with the Reseller Program Terms or any of the Vendor’s policies, or (ii) within 60 (sixty) calendar days after termination, in case of termination by the Vendor for reasons other than for the Reseller’s breach of or non-compliance with the Reseller Program Terms or any of the Vendor’s policies:

(a) cease to be an authorized reseller of the Vendor Software Licenses;

(b) cease all advertising, marketing, promotion and other resale activities with respect to the Vendor Software Licenses;

(c) cease use of our trademarks and other Vendor resources and materials provided under these Reseller Program Terms;

(d) upon request of the Vendor destroy any and all copies of the Vendor Software License keys and Vendor resources and materials;

(e) pay the Vendor any outstanding unpaid amounts; and

(f) return or destroy (at the Vendor’s option) any Confidential Information of the Vendor in Reseller’s possession or control, provided that Reseller may maintain reasonable copies to the extent required by applicable law or for archiving purposes in accordance with the Reseller’s record retention policies.

Upon any termination of this agreement for any reason, all provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and protection of proprietary rights and trade secrets, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose.

You represent and warrant that: (a) all the information you submit within application is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are of legal age (18 years of age or older or otherwise of legal age in your resident jurisdiction) and have the capacity and authority to enter into this agreement; and (d) your participation in the Reseller Program does not and will not violate any applicable law or regulation. If you are under legal age, you may not apply for participation or participate in the Reseller Program.

You further represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Reseller Program and to provide the Vendor with End User data for its use for the purposes of performing the Reseller Program, including in sales and marketing efforts and as otherwise set forth in this agreement; (ii) your participation in this Reseller Program will not conflict with any of your existing agreements or arrangements; (iii) you have all appropriate rights to use any promotional method of your choice; (iv) your promotional methods do not and will not infringe any third party's or the Vendor's rights; (v) you ensured the acceptance of the EULA by the End Users; and (vi) you shall remain solely responsible for any and all your content and all of your promotional methods and/or campaigns and any consequences resulting therefrom.

In addition to the above, you represent and warrant that: (x) all personal data, contained in the End User data (if any) or any other data or material, provided to the Vendor according to these Reseller Program Terms, were collected in accordance with all applicable laws, including, but not limited to, applicable data protection laws; and (y) that you are fully allowed to transfer personal data (if any) to the Vendor and that you received all necessary permissions so that the Vendor could store, process such personal data, and use it for the purposes of performing the Reseller Program, including in sales and marketing efforts and as otherwise set forth in this agreement.

EXCEPT WHERE PROHIBITED BY LAW, THE RESELLER PROGRAM, VENDOR WEBSITE, AND VENDOR SOFTWARE ARE PROVIDED “AS-IS” AND “AS AVAILABLE,” AND THE VENDOR EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. THE VENDOR MAKES NO WARRANTY THAT THE RESELLER PROGRAM, VENDOR WEBSITE, OR VENDOR SOFTWARE (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE APPROPRIATE OR AVAILABLE FOR USE IN ALL LOCATIONS; OR (D) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. THE VENDOR FURTHER MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THE CONTENT ON ANY SITES TO WHICH THE VENDOR WEBSITE IS LINKED.

The Vendor and its affiliates and any of their officers, directors, employees, representatives, or agents will not, under any circumstance, be liable for any direct, indirect, special, incidental, punitive, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this agreement, the Reseller Program and/or the use of the Vendor Software or Vendor Website, even if the Vendor has been advised of the possibility of such damages. The Vendor's maximum aggregate liability arising with respect to this agreement and the Reseller Program will not exceed in any event the Reseller’s total commission amount you receive under this agreement during the 3-month period immediately preceding the event giving rise to such claim.

The Vendor reserves the right to use third-party service providers in the provision of all or part of this agreement, including, but not limited to, hosting providers, payment processing services, information and communication services, analytics services, internet advertising platforms, partner portal platforms, and advertising service providers and platforms. Where any of the aforementioned services are provided by third parties, the Reseller may be subject to such third party's terms and conditions. The Vendor accepts no responsibility for services provided by any third party.

You will indemnify, defend, and hold the Vendor, its affiliates, directors, officers, and employees harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against the Vendor (and the Vendor's directors, officers, employees, and affiliates) by a third party not affiliated with the Vendor to the extent that such Action is based upon or arises out of (a) your participation in the Reseller Program; (b) the use of the End User or other data you provided to us; (c) your noncompliance with or breach of this agreement; (d) your use of Avangate Partner Portal; (e) your promotional campaigns, methods, or materials; or (f) your violation of applicable law or any third-party right, including, without limitation, any privacy, intellectual property, or another proprietary right. This indemnification obligation will survive termination of this agreement. In no event you may enter into any settlement or like agreement with a third party that affects the Vendor’s rights or binds the Vendor in any way, without the prior written consent of the Vendor. The Vendor reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with the Vendor in asserting any available defenses.

Changes. The Vendor may change these Reseller Program Terms from time to time by posting the updated terms on the Vendor Website. You can review the most current version of this agreement at any time on the Vendor Website. The revised terms and conditions will become effective immediately after the Vendor posts the updated text on the Vendor Website. If you are participating in the Reseller Program after such date, such participation will constitute acceptance of the revised terms and conditions. If any change to these Reseller Program Terms is not acceptable to you, you may, as your sole remedy for such change, choose to terminate this agreement as described above.

Entire agreement. These Reseller Program Terms set out all the terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter.

No waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Reseller Program Terms.

Severability. If any part of these Reseller Program Terms is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Reseller Program Terms will continue in effect.

Publicity. You shall not directly or indirectly issue or release any written publicity, marketing collateral, or another public announcement, relating in any way to these Reseller Program Terms, without the prior written approval of the Vendor.

Privacy. Participation in the Reseller Program is also governed by our Reseller Program Privacy Policy, the provisions of which are adopted herein by reference so when we refer to these Reseller Program Terms we also refer to the Reseller Program Privacy Policy.

Independent contractors. You and the Vendor are independent contractors and shall have no authority to bind the other. Neither these Reseller Program Terms nor your participation in the Reseller Program shall be deemed to create a partnership, agency, joint venture, franchise, or another similar arrangement, and the employees, agents, or representatives of one party shall not be deemed to be employees, agents, or representatives of the other party.

No third-party beneficiaries. Nothing in these Reseller Program Terms, express or implied, is intended to or shall confer upon any individual or legal entity (other than the parties hereto) any right, benefit, or remedy of any nature whatsoever under or by reason of these Reseller Program Terms.

Force majeure. The Vendor will not be liable for any delay or failure to perform any obligation under these Reseller Program Terms where the delay or failure results from any cause beyond the Vendor's reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, pandemic, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

Applicable law. These Reseller Program Terms shall be governed by the laws of the Republic of Cyprus without regard to the conflict of laws provisions thereof. The courts in Cyprus shall have exclusive jurisdiction in any legal proceedings resulting or connected with these Reseller Program Terms. However, this shall not prevent the Vendor from bringing any action in the court of any other jurisdiction for injunctive or similar relief.

Notices. You agree to receive communications from the Vendor in an electronic form. Electronic notices will be delivered to your email address, which you used in your application for participation in the Reseller Program, as it may be subsequently changed by you by written notice to the Vendor. All communications from the Vendor in electronic format will be considered to be “in writing” and to have been received on the day that the Vendor sent them. We reserve the right, but assume no obligation, to provide communications in paper format. Notices to the Vendor with regard to these Reseller Program Terms shall be given to partners@movavi.com.