Reseller License Purchase Agreement

Last Updated on February Date, 2026

[Important notice: Business transaction and no-refund acknowledgement]

This Reseller License Purchase Agreement (this "Agreement") applies solely to (i) business entities, or (ii) individuals purchasing Licenses for the purpose of business operations, in each case as a commercial transaction. By placing an order, clicking "Pay", or checking the "I agree" checkbox, you are deemed to have agreed to all terms, conditions, and rules of this Agreement. Please reconfirm the following key points:

1. Business Purpose: You purchase licenses for distribution or business operations and not for consumer personal or household use. Therefore, statutory consumer rules such as the right of withdrawal, cooling-off period, or no-reason returns applicable to consumers are expressly excluded from this transaction.

2. No-Refund Policy: Unless mandatory applicable law provides otherwise, once payment is completed, the order shall be irrevocable and the amounts paid shall be non-refundable.

[Entry into force of this Agreement]

This Agreement is entered into online by and between SAND STUDIO PTE. LTD. (a company incorporated and validly existing under the laws of Singapore, hereinafter "we" or the "Vendor"), as seller, and you, as the purchaser (hereinafter "you" or the "Reseller"). If you execute this Agreement on behalf of a company, organization, or other legal entity (the "Entity") to purchase licenses, you represent and warrant that you have been duly authorized to do so; otherwise, you shall be deemed the contracting party in your personal capacity and shall bear joint and several liability.

Upon your submission of a License Order and successful payment, this Agreement becomes effective immediately and is legally binding on both parties. If you do not agree with any part of this Agreement, you must immediately stop placing and paying for Orders and contact us by email at marketing@airdroid.com.

1. Definitions and Interpretation

In this Agreement, unless the context clearly indicates otherwise, the following terms shall have the meanings set forth below:

1.1 "We" refers to SAND STUDIO PTE. LTD. and, in respect of particular services, any Affiliate(s) that may be involved.

1.2 "You" or "Reseller" refers to the contracting entity that, by selecting agree to this Agreement on the order page, purchases licenses from us and engages in "resale/ distribution business", including but not limited to legally qualified natural persons, companies, enterprises, unincorporated organizations, and other entities lawfully established and validly existing under applicable law. Note: If you personally redeem and use the software after purchase, such use is subject to our then-effective End-User License Agreement (EULA) and other applicable user rules.

1.3 "Software" refers to AirDroid Parental Control and any other software products or cloud services we provide, including the related web version, mobile application, client software, APIs, and any subsequent updated versions.

1.4 "User" or "End User" refers to the actual terminal user who redeems the activation code resold by you, thereby unlocking and obtaining the right to use the software features. Users shall include, without limitation, natural persons, corporations, companies, unincorporated organizations, and any other entities duly established and validly existing under applicable law.

1.5 "License" refers to the right to access and use the functionalities of the software, granted solely to the extent, for the term, for the number of users, and subject to the conditions specified in this Agreement and the relevant order. Each license shall correspond to a unique activation code, which, upon successful validation, shall be bound to the end user's registered account. For the avoidance of doubt: no transaction under this Agreement shall be construed as a sale or transfer of ownership of the Software. All right, title, and interest in and to the software, including all intellectual property rights, shall remain exclusively with the company. The Reseller is granted only the right to resell activation codes to end users, thereby enabling such end users to exercise the rights conferred by the license and access the software functionalities.

1.6 "Activation Code" refers to a unique verification code generated by us, consisting of letters, numbers, or symbols. Upon purchasing a license, you will receive the corresponding number of activation codes. Users can enter a valid activation code to complete identity verification, unlock the license entitlements, and obtain the right to use the software. Activation codes are subject to a redemption validity period.

1.7 "Distribution": For the purposes of this Agreement, refers specifically to the act of providing activation codes to users for the purpose of redeeming, unlocking license entitlements, and obtaining the right to use the software, after you have purchased and obtained the licenses, through sale, resale, gifting (including as employee benefits), or any other means expressly authorized in writing that do not infringe upon our lawful rights.

1.8 "Affiliate" refers to any entity that directly or indirectly controls, is controlled by, or is under common control with a party. For purposes of this definition, "control" refers to the ability to direct or manage the management or business of a party, whether such ability is exercised through voting rights, management decision-making authority, contractual arrangements, or any other means, including the exercise of direct or indirect voting power.

2. Representations and Warranties

2.1. Legal Status and Authorization. You represent and warrant to us that:

(1) Legal Existence: You are duly established and validly existing (if a natural person, you possess full civil capacity) and hold all licenses or qualifications necessary to engage in the distribution activities under this Agreement, where applicable;

(2) Full Authorization: You have the authority to execute and perform this Agreement, and your execution of this Agreement does not violate any binding legal documents or agreements with third parties; and

(3) Authority of Representation: If you place an order or execute this Agreement on behalf of any entity, you represent and warrant that you have obtained full and valid authorization from such entity. In the event that such authorization is untrue or invalid, you shall be personally liable to indemnify us for any and all losses, damages, or liabilities incurred as a result.

2.2. Vicarious Liability. You acknowledge and agree that you shall be fully responsible for the actions of your directors, officers, employees, agents, sub-resellers (if permitted), and any other persons acting on your behalf (collectively, "Your Representatives"). Any act or omission by Your Representatives in connection with distribution, promotion, sales, or after-sales services shall be deemed your act or omission. You shall be jointly and severally liable for any losses incurred by us, users, or third parties resulting from any breach of this Agreement or applicable law by Your Representatives, and we shall not be required to prove whether you were directly involved in or had knowledge of such acts.

2.3. Compliance and Prohibited Conduct. You undertake to strictly comply with applicable law, and you shall not:

(1) Sanctions and Export Controls: You represent and warrant that neither you, your affiliates, your users, nor any actual end users are listed on any sanctions or embargo lists of the United States, Singapore, the United Nations Security Council, or any other applicable jurisdiction, and that none of them are located in countries or regions subject to comprehensive sanctions;

(2) Anti-Bribery: You shall not, directly or indirectly, offer, promise to offer, give, or receive any unlawful benefit (including kickbacks, bribes, or improper gifts) to or from any government official, user, our employee, or any third party in order to obtain business opportunities; and

(3) Anti-Fraud and Risk Control: You are strictly prohibited from using the software for money laundering, fraud, scams, unauthorized charges, gray-market arbitrage, credit card fraud, illegal system intrusion, or any suspicious transaction. You shall not organize, induce, or condone users to initiate improper disputes or complaints with payment institutions, regulators, or us.

2.4. Remedial Measures. If we have reasonable grounds to suspect that you have breached any representation or covenant under this Section 2, we shall be entitled, for compliance, risk control, or reputation protection purposes, to take such measures as we deem necessary, including but not limited to: suspending deliveries or freezing your account privileges, invalidating activation codes or Licenses, withholding or freezing payments, terminating this Agreement, and pursuing compensation for losses. The specific rules regarding dispute resolution and payment deductions shall be governed by Sections 7 and 12 of this Agreement.

3. Ordering, Delivery, and Payment

3.1. Ordering. You may place and submit orders through our designated official channels to select the software and obtain the corresponding number of licenses. Whether to accept an order shall be determined by us based on reasonable business judgment, inventory availability, and risk control and compliance rules.

3.2. Electronic Delivery. Upon your submission of an order and completion of payment, we shall provide the licenses. (1) Delivery Method: Licenses shall be deemed delivered once we send an email to your registered email address or update the order status in your account dashboard. Such actions shall constitute fulfillment of our delivery obligations under the transaction (i.e., delivery of the Licenses); and (2) Deemed Receipt: Unless you can provide conclusive evidence that our system failed to send the licenses, delivery shall be deemed effective once the email reaches your mail server or the licenses are displayed in your account dashboard. You are responsible for accessing the licenses, including downloading and reviewing the activation codes and their validity periods.

3.3. Order Risk Control and Anti-Abuse. To safeguard the security of the software, if we have reasonable grounds to suspect that your order involves any of the following, we reserve the right to cancel the order, freeze the license or activation code, deduct discounts, or refuse any refund: (1) Fraud and irregularities: placing orders through abnormal technical means, or involving illegal payments such as theft, card fraud, or money laundering; (2) Malicious hoarding: accumulating quantities beyond normal commercial demand, or attempting to profit by manipulating market prices; (3) Attack behaviors: organizing or inducing users to initiate mass refunds, disputes, or carry out cyberattacks against us; and/or (4) Other irregularities: any other abnormal conduct that may adversely affect our legitimate rights or interests.

3.4. Digital Nature and No-Refund Policy. (1) Final Sale: Given that activation codes are digital goods with inherent "replicability," "instant consumption," and "irreversible transfer risk," except as required by applicable mandatory law, all orders are final upon payment and delivery, and cannot be revoked, returned, or exchanged; and (2) Waiver Statement: As a commercial reseller (not a consumer), you explicitly waive any rights under consumer protection laws—such as "cooling-off periods," "no-reason returns," or similar rights of revocation or withdrawal. By agreeing to this Agreement and completing payment, you expressly acknowledge and accept the non-refund policy.

3.5. User Screening and Assumption of Risk. You shall independently assume the risk of vetting users during the distribution process. If a user's misconduct (such as unauthorized use of the software or involvement in illegal activities) results in the suspension of their account or restriction of functionality, such consequences shall be regarded as a dispute between you and the user. We shall bear no obligation to provide refunds or compensation, and you shall not hold us jointly liable on this basis.

3.6. Taxes and Payment Terms. (1) Prices Exclusive of Tax: Unless otherwise stated in writing, all prices displayed in the ordering system are exclusive of taxes. Any turnover taxes (such as GST), income taxes, and other reporting obligations arising in any jurisdiction due to your distribution of activation codes shall be borne by you; (2) Net Payment in Full: Amounts you pay to us must be paid in full without deduction. If mandatory applicable law requires you to withhold or remit any taxes from such payment, you shall pay us an additional amount so that the net amount we actually receive after such withholding equals the original amount due under the order; (3) Transaction Fees: Unless otherwise agreed in writing, all bank fees, foreign exchange losses, or intermediary charges incurred due to payment shall be borne by you; and (4) Proof of Transaction: Given the nature of cross-border electronic transactions, the payment record generated by the electronic payment platform and the confirmation email we send shall serve as proof of payment.

4. Redemption Restrictions, Validity Period, And Special Rules for Activation Codes

4.1. One-Time Use; Custody and Confidentiality. (1) One-Time Consumption: Each activation code may be redeemed only once. Once an activation code is entered into the software and successfully verified, it shall be deemed consumed, rendered invalid, and may not be reused; and (2) Custody and Confidentiality: You shall establish strict inventory management and confidentiality measures. Any losses arising from improper custody or protection by you or your users (including but not limited to disclosure, theft, or hacking) that result in unauthorized redemption of activation codes by third parties shall be borne solely by you. We shall have no obligation to reset, replace, or provide compensation.

4.2. No Monetary Value.

Activation codes serve solely as credentials for accessing software services and do not possess any monetary attributes. Under no circumstances may activation codes be redeemed for cash. Except as otherwise mandatorily required by applicable law, neither redeemed nor unredeemed activation codes are eligible for refunds, returns, or exchanges.

4.3. Responsibility for Information Accuracy. (1) Delivered Information: When placing and submitting an order for licenses, you shall provide accurate and complete information for the transaction, including but not limited to your email address and your distributor account in the system. If incorrect or incomplete information results in the activation codes being sent to the wrong email or being undeliverable, you shall bear full responsibility; and (2) Redemption Verification: You shall instruct users to accurately verify the target account information when redeeming activation codes. Any errors in input (e.g., entering the wrong account) or restrictions inherent to the account (e.g., account suspension) that result in activation codes being incorrectly consumed or unable to be redeemed, shall be solely borne by the acting party (you or the user). We shall not reverse, restore, or provide compensation for such cases.

4.4. Software Version. Upon redemption of an activation code, the user unlocks the corresponding license rights. The Parties acknowledge and agree that: (1) SaaS Nature: As the software is a cloud-based SaaS service, the software interface, services, features, and bundled rights actually made available to the user shall be determined by the then-current online version in effect at the time the activation code is redeemed (rather than at the time of your purchase); (2) Right to Update: We reserve the right to iterate, update, or adjust software functional modules from time to time.

4.5. Promotions and Pricing. License prices, discounts, and applicable conditions shall be subject to what is displayed on the order page or otherwise confirmed by the parties in writing. Unless we confirm otherwise in writing, Activation Codes may not be combined with other coupons, discount codes, promotional campaigns, or bundled/gift benefits issued by us. We may adjust discount policies based on purchase volume, risk control, and compliance requirements.

4.6. Post-Redemption Restrictions. Once an activation code has been redeemed and bound to a user account: (1) Irreversible Binding: The license shall be uniquely and irrevocably bound to the relevant user account. Unbinding, cross-account transfer of rights, or splitting of service periods is not supported; and (2) Prohibition of Account Transfer: Any resale, rental, sharing, gifting, or other secondary circulation of a redeemed account or the associated rights is strictly prohibited. Such conduct poses material risks to user privacy and device security. Upon discovery, we reserve the right to immediately suspend or terminate the relevant account(s) without refund.

4.7. Validity Period and Inventory Turnover.

(1) Redemption Validity Period: Unless otherwise stated on the order page, both the license validity period and the activation code validity period for the licenses you purchase shall be 12 months starting from the date of successful payment for the relevant license order;

(2) Expiration Due to Failure to Redeem: You shall ensure, and require users to ensure, that redemption is completed within the applicable validity period. Any license or activation code not redeemed before the expiration date will automatically lapse and become void. No extensions, reissuance, reinstatement, or refunds will be provided for expired activation codes, except as otherwise required by applicable law;

(3) Assumption of Commercial Risk: As a reseller, you shall plan your purchase quantities and inventory turnover in accordance with market demand. Any commercial risks arising from hoarding or poor sales that result in activation codes expiring shall be borne solely by you;

(4) Service Term: After successful redemption of an activation code, the service duration obtained by the user shall be subject to the term actually activated and displayed in the system.

5. Distribution Code of Conduct

5.1. Independent Contracting and Assumption of Costs. (1) Definition of Relationship: Each party is an independent legal entity. This Agreement does not constitute and shall not be construed as creating any partnership, joint venture, franchise, employment, or agency relationship between the parties; and (2) Assumption of Costs: Unless provided otherwise in this Agreement, all costs required for your distribution business (including without limitation marketing and promotion costs, labor costs, and expenses for establishing after-sales channels) shall be borne by you.

5.2. Marketing and Brand Guidelines. (1) Prohibition of Misrepresentation of Identity: Without our prior written authorization, you shall not use any identity that may imply official, exclusive, general agent, partner, or similar status in domain names, social media accounts, or promotional materials. You must clearly indicate your status as a third-party seller (i.e., reseller) in a prominent location on your sales pages and marketing materials; and (2) Prohibition of Apparent Agency: You are not authorized to make any statements, commitments, warranties, or sign any agreements on our behalf. Any legal liability or disputes arising from user misconceptions that you are acting as our representative shall be solely borne by you.

5.3. Responsibility of Transaction Parties. (1) Your Obligations as seller: As the entity directly selling activation codes to end users, you shall establish an independent sales contract with each user. You are solely responsible for delivering the activation codes, issuing invoices (where applicable), and handling all matters related to the transaction; (2) EULA and Policy Compliance: You shall ensure that users have read and agreed to the then-effective EULA, Privacy Policy, and any legally binding in-software documents before redeeming activation codes and using the software. You shall not make any representations or commitments that are inconsistent with such documents; and (3) Compliance Obligations: You shall ensure that your distribution activities fully comply with all applicable laws and regulations in the users' jurisdiction, including but not limited to consumer protection and data privacy laws.

5.4. Tiered Customer Support. The parties agree to establish the following tiered customer support mechanism: (1) Tier-1 Support (Your Obligations): You shall establish your own sales and after-sales channels and be responsible for handling issues related to sales and basic use, including without limitation pre-sales support, activation code distribution, redemption guidance, order inquiries, and anomalies caused by your operational errors; and (2) Tier-2 Support (Our Obligations): We are responsible for handling technical issues related to the Software itself, including bug fixes and feature updates. If you receive feedback involving underlying technical defects of the software, you may guide users to submit tickets through the official channels within the Software, or you may first collect and submit the ticket information to us.

6. Returns and Refunds Policy

6.1. No Refunds Between Us and You. All licenses sold to you are final and non-refundable. Returns, exchanges, or refunds are not permitted, except where mandatory applicable law requires otherwise. The no-refund policy is subject to the provisions of Section 3.4.

6.2. Refund Handling Between You and Users. As the Reseller and direct seller, you shall independently handle all refunds, compensation, and complaints with your users in accordance with applicable law and your agreements with them, and you shall bear full responsibility for such matters. We shall not participate in any financial transactions between you and your users, and you shall have no right of recourse against us for any refunds or credits issued to your users.

7. Breach Intervention and Recovery

7.1. Vendor's Right to Intervene. In the event of any of the following circumstances, resulting in complaints, disputes, or refund instructions from users, payment service providers, or regulatory authorities, we (the vendor) shall have the right (but not the obligation) to intervene directly in handling such matters for compliance, risk control, or reputation protection purposes. Such intervention may include, without limitation, issuing refunds to users, voiding licenses, or providing compensation:

(1) You fail to effectively resolve a dispute within 30 days after receiving a user's claim (or within a shorter period required by applicable law);

(2) A user's complaint relates to your fraudulent conduct, misleading representations, infringement of users' personal data or other legal rights, or other breaches of this Agreement;

(3) You organize or induce users to initiate disputes;

(4) Regulatory authorities or payment channels require us, as the vendor, to assume responsibility; or

(5) You engage in any other conduct that constitutes a material breach of this Agreement or applicable laws.

7.2. Users Handling. To avoid disputes, if we exercise the intervention right under Section 7.1 and issue a refund to a user, we may, to the extent permitted by law and payment rules, prorate the refund based on the remaining validity period of the license held by the user. In principle, our handling will be based solely on the discounted net amount you paid us for the license and will not cover any markup you charged the user. Notwithstanding the foregoing, if applicable law, regulatory requirements, or payment channel rules mandate a refund to the user exceeding the discounted net amount (e.g., a full refund or a refund including markup), the actual legal or regulatory requirement shall prevail and the above limitation shall not apply.

7.3. Your Full Indemnity and Reimbursement. In the event of circumstances described in Section 7.1, you shall bear full indemnification liability to us. You are required to fully reimburse us for any amounts actually paid, refunded, or debited as a result, and to cover all associated costs, including dispute handling fees, bank charges, foreign exchange losses, regulatory fines, and legal service expenses (such as attorney fees, arbitration fees, and litigation costs).

7.4. Agreed Compensation. Given that handling cross-border payment disputes may incur high and difficult-to-quantify hidden costs (including manual verification and potential credit rating impact), the Parties agree that, if a refund or dispute intervention arises due to your attributable actions, you shall, in addition to the rules set forth in Section 7.3, pay us an additional service and reputational compensation fee.

(1) Calculation Standard: The amount of the compensation shall be equal to 100% of the order value involved in the dispute (i.e., the actual amount we refunded to or were deducted from the user).

(2) Basis of Calculation: This percentage reflects the parties' genuine assessment of the consequences of a breach and consists of the following two components: (a) Comprehensive Service Fee (50% of the compensation): intended to cover the costs of manpower, technical verification, and financial reconciliation incurred in handling disputes; and (b) Reputational Damage Compensation (50% of the compensation): intended to offset potential losses resulting from complaints or refunds, including impacts on our credit rating or other restrictions.

(3) Non-Punitive Statement: You acknowledge that this clause is intended to compensate for actual loss rather than to impose a penalty. If a judicial authority determines that the stipulated amount is excessive, both parties agree to adjust it, within the limits permitted by law, to the closest enforceable amount to ensure its validity.

7.5. Loss Mitigation and Enforcement. In the event of circumstances described in this Section 7, you authorize us to directly deduct any amounts payable under this Section from your prepaid balance or outstanding payments. Any shortfall must be remitted by you within five (5) business days of receiving notice. We may also suspend your account, freeze or cancel any purchased but unredeemed activation codes or licenses, or reduce the remaining validity period of any unactivated licenses.

8. Ownership and Intellectual Property

8.1. Reservation of Rights and No Transfer. We reserve and exclusively own all rights, title, and interests in and to the Software and all related materials, including but not limited to the Software, websites and domain names, trademarks, trade names, documentation, promotional materials, APIs, source code and any updates or upgrades thereto (collectively referred to as "Our Assets"), together with all associated copyrights, patents, trademarks, trade secrets, and other intellectual property rights (collectively referred to as "Intellectual Property Rights"). The transactions under this Agreement constitute solely the sale of licenses and the limited right of use expressly granted herein, and shall not be construed as a transfer or sale of the Software or any Intellectual Property. Except as expressly provided in this Agreement, no rights, whether express or implied, are granted to you.

8.2. Feedback. If you submit to us any suggestions, comments, improvements, or other feedback (collectively referred to as "Feedback"), you agree that all rights and intellectual property rights in and to such feedback shall belong to us free of charge, perpetually, and irrevocably, and we may use, modify, or implement such feedback for any purpose without paying you any fees.

8.3. Restricted Acts. To protect our intellectual property rights, you represent and warrant that you will not (and will not permit any third party to): (1) Reverse Engineering: Disassemble, reverse engineer, decompile, decode, or attempt to extract source code from the Software, licenses, or Activation Code generation mechanisms; (2) Derivative Works: Modify, adapt, translate, or create derivative works of the Software, documentation, or marketing materials; (3) Tampering with Notices: Remove, conceal, or alter any copyright notice, trademark notice, or other proprietary markings displayed in the Software or documentation; and (4) Unauthorized Distribution: Provide software functionality to third parties by rental, lending, leasing, time-sharing, or similar means, except for distribution expressly permitted under this Agreement.

8.4. Anti-Squatting and Brand Protection. You shall not apply for, register, or use in any region any trademark, domain name, social media account, keyword advertisement, or similar identifier that is identical or similar to, and likely to cause confusion with, our trademarks, brand names, or Software names. If you breach the foregoing, you shall, at our request, immediately transfer such rights to us free of charge or cancel them, and bear our reasonable costs incurred thereby (including official fees and attorneys' fees).

8.5. Regional Compliance Disclaimer. We only warrant that our assets do not infringe third-party intellectual property rights in Singapore and in jurisdictions expressly stated by us. You shall ensure that promotion, sale, and use in the distribution territory comply with local applicable laws and regulations and public order and good morals, and you shall bear the resulting responsibilities.

9. Confidentiality

9.1. Definition of Confidential Information. "Confidential Information" refers to any non-public information disclosed to the receiving party in any form that is marked as confidential, proprietary, or that, by its nature and the circumstances of disclosure, should reasonably be considered confidential. Regardless of whether it is marked as confidential, the following information shall be deemed confidential information of the disclosing party: license terms and activation codes and their rules, pricing and discount policies, user data (if any), technical materials, API specifications, source code, and future product plans.

9.2. Confidentiality Obligations and Restrictions. The receiving party shall protect confidential information with reasonable care no less than that used to protect its own information of a similar nature, and undertakes that it shall:

(1) use confidential information solely for purposes of performing this Agreement;

(2) not disclose, leak, or make available confidential information to any third party without the disclosing party's prior written consent; and

(3) disclose confidential information only to those employees, agents, or professional advisers who have a need to know and who are bound by obligations no less restrictive than this section, and the receiving party shall be responsible for their breaches.

9.3. Exceptions. The confidentiality obligations shall not apply to information that the receiving party can demonstrate:

(1) was lawfully in its possession prior to disclosure and not subject to any confidentiality obligation;

(2) has entered the public domain through no fault or breach of the receiving party;

(3) was lawfully obtained from a third party who has no confidentiality obligation; or

(4) was independently developed without use of the disclosing party's confidential information.

9.4. Mandatory Disclosure. If disclosure of confidential information is required by applicable law, court order, or regulatory authority, the receiving party shall, to the extent legally permitted, promptly notify the disclosing party and disclose only the minimum information necessary to comply with the mandatory requirement.

10. Data Protection and Compliance

10.1. Independent Compliance by Both Parties. Both parties acknowledge that, in processing activities involving users' personal information, each party shall act as an independent legal entity and comply with all applicable data protection laws and regulations. You shall provide users with clear privacy notices during marketing, sales, and after-sales activities and obtain users' lawful authorization or consent where required by applicable law. Any transfer of users' personal information to us must be based on a lawful legal basis.

10.2. Prohibition of Non-compliant Marketing. In accordance with applicable laws, you shall not send any unsolicited commercial marketing communications to users without their prior explicit consent. If your non-compliant marketing activities result in us being blacklisted or subject to complaints, you shall be responsible for restoring reputation and compensating us for all resulting losses.

10.3. Data Security and Cooperation. You shall adopt reasonable technical and organizational measures to protect the security of User data. If a security incident involving User data occurs, or if you receive any inquiry, investigation, or notice from a data protection regulator, you shall notify us in writing within 24 hours and reasonably cooperate with our response, provided that such cooperation does not exempt you from your own responsibilities.

10.4. Disclaimer and Indemnity for Data Liability. All complaints, claims, regulatory fines, lawsuits, and losses arising from your violation of data protection laws, failure to fulfill notice obligations, or misuse of user data shall be borne by you. If we are involved in any legal proceedings or penalized as a result, you shall fully indemnify us (including without limitation fines, damages, and attorneys' fees) and assist us in defense.

11. Disclaimer and Service Risks

11.1. Error Correction and Order Cancellation. Although we will use commercially reasonable efforts to ensure the accuracy of order information, errors may still occur due to system malfunctions, hacking, interface anomalies, formatting issues, or human mistakes, resulting in obvious mistakes in quantity, price, discount application, or delivery (including manifestly unreasonable low prices). We reserve the right, upon discovery, to correct such errors, cancel the order, or invalidate the corresponding license/activation code. In such cases, we will refund to you any amounts actually paid for the affected order (if any) as the primary remedy. To the maximum extent permitted by applicable law, you agree not to claim compensation for expectation damages, lost opportunities, or lost profits arising from such cancellations or corrections.

11.2. Provided "As-Is". The software and related services are provided on an "AS-IS" and "AS-AVAILABLE" basis. To the maximum extent permitted by applicable law, we expressly disclaim all warranties, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, meeting specific requirements, full compatibility with third-party environments, non-infringement, satisfactory quality, or any implied warranty of absolute security, bug-free, error-free, defect-free, uninterrupted, or smooth operation. Any beta or trial features are provided "as-is" and without any support obligations.

11.3. Service Interruptions and Force Majeure. You acknowledge and accept that the SaaS services are subject to limitations of the Internet, cloud server status, and technical updates. Any service interruption, lag, delay, unavailability, substandard performance, or data loss caused by the following circumstances shall not constitute a breach for which we are liable: (1) Force Majeure: Including but not limited to natural disasters, war, terrorism, riots, government actions (such as network restrictions, sanctions, or other governmental orders), changes in laws, regulations, administrative orders, or regulatory policies, or infrastructure outages (e.g., cloud server failures); (2) Third-Party Reasons: Including removal from app stores, payment channel failures, or incompatibilities caused by terminal device system updates (e.g., iOS or Android upgrades); or (3) Maintenance: Routine or emergency security maintenance announced in advance.

In the event that such incidents cause any damage or loss, we will make diligent and good-faith efforts to restore the software to its normal state. If a serious and persistent service interruption occurs for reasons other than those described above, we reserve the sole discretion to implement one of the following remedies: (a) extend the validity period of the affected licenses; or (b) if we are unable to restore the software, upon request from you or your users, provide a pro-rated refund based on the discounted net amount of the affected order and the duration of the impact, and return an equivalent value to you or the affected users.

12. Limitation of Liability and Indemnification

12.1. Exclusion of Indirect Damages. In no event, whether based on contract, tort (including negligence), strict liability, or any other legal theory, shall we be liable for any indirect, consequential, punitive, incidental, or special damages arising out of or relating to this Agreement, including without limitation loss of profit, loss of revenue, loss of data or materials, business interruption, goodwill damage, costs of procuring substitute services, or loss of traffic. This limitation applies even if we have been advised of the possibility of such damages, or our remedies fail to fully compensate your losses, or fail to achieve their essential purpose.

12.2. Limitation of Liability. The parties acknowledge and agree that risk and pricing are commensurate. Our total cumulative liability to you (if any) shall in no event exceed the discounted net amount you actually paid to us for the specific order giving rise to the claim (i.e., the amount received after deducting taxes, fees, and charges). Exceptions: The limitations set forth in Sections 12.1 and 12.2 shall not apply to: (1) liabilities arising from our fraud or willful misconduct; or (2) liabilities for personal injury or death that cannot be excluded or limited under applicable law.

12.3. Your Indemnification Obligation. If any third party (including but not limited to users, regulators, payment processors, etc.) makes any claim, investigation, penalty action, or lawsuit against us, our Affiliates, directors, or employees (collectively referred to as "Indemnified Parties") arising from any of the following, you shall indemnify, defend, and hold harmless the Indemnified Parties for losses and expenses (including reasonable attorneys' fees): (1) Breach and Misrepresentation: Your breach of any representation, warranty, undertaking, or obligation under this Agreement; (2) Culpable Conduct: Any negligence, gross negligence, fraud, or wilful misconduct (including acts or omissions) of you or your Affiliates, employees, or agents in performing this Agreement; (3) Non-Compliance: Your violation of any applicable laws, regulations, or regulatory rules; (4) User Disputes: Any dispute, controversy, promise, or transactional relationship between you and End Users; or (5) Infringement: Any content or marketing materials you provide, or your improper use of our brand, infringing any third party's intellectual property rights or other legitimate rights and interests.

12.4. Defense Procedure. If a claim described in Section 12.3 occurs, we will notify you in a timely manner. We reserve the right to retain independent counsel at our own expense and assume control of the defense (which does not relieve you of your indemnification obligations). Without our prior written consent, you shall not enter into any settlement that requires us to admit fault, assume liability, or restrict our future business.

13. EFFECTIVENESS, AMENDMENT, AND TERMINATION

13.1. Effective Date and Term. This Agreement becomes effective on the date you pay the amounts under the relevant License Order, and remains effective until the expiry of the validity period of all Licenses and Activation Codes under that Order, unless terminated earlier.

13.2. Early Termination. Except as otherwise provided in this Agreement, we have the right to immediately terminate this Agreement if you breach any provision and fail to remedy it within 10 days after receiving our written notice, or if either party ceases operations, becomes insolvent, enters bankruptcy or liquidation proceedings, is placed under a receiver or similar authority, or experiences any similar circumstances.

13.3. Revisions of Agreement. We may update this Agreement due to changes in our business or applicable laws and regulations, and will notify you via website announcements, system prompts, or email. In principle, updates apply only to new orders placed after the update; however, updates may apply to existing orders if required by law, regulatory mandates, or necessary to address urgent security threats. If you do not agree with the updates, you must stop submitting new orders. For updates with retrospective effect as described above that you cannot accept, you should contact us within 5 days of receiving notice to discuss and cease further distribution. Your continued possession or distribution of activation codes to users will be deemed your acceptance of the revised Agreement.

13.4. Consequences of Termination. Upon termination, your rights to use Our Assets and to distribute and promote terminate immediately; however, Sections 3.4, 4, 6, 7, 8, 9, 10, 11, 12, 14, and 15 survive termination.

14. Governing Law and Dispute Resolution

14.1. Governing Law. The formation, validity, interpretation, performance, and dispute resolution of this Agreement shall be governed exclusively by the laws of Singapore, with its conflict of laws rules expressly excluded.

14.2. Dispute Resolution Mechanism. (1) Stage 1: Friendly Consultation. Any dispute arising out of or relating to this Agreement shall first be attempted to be resolved through friendly consultation. (2) Stage 2: Arbitration. If the parties fail to resolve the dispute through consultation within thirty (30) days from the date formal negotiations commence (or a longer period agreed in writing), either party may submit the dispute to the Singapore International Arbitration Center (SIAC) for arbitration in accordance with the SIAC Arbitration Rules in effect at the time the Notice of Arbitration is submitted.

14.3. Segregation of User Disputes. You further confirm that any dispute between you and Users (including refunds, service commitments, or tort disputes) shall be resolved by you and the Users pursuant to local law. We are not a party to the contractual relationship between you and the Users and do not intervene in mediation or arbitration of such disputes.

14.4. Emergency Relief. Notwithstanding the arbitration agreement in Section 14.2, you acknowledge and agree that breach of Section 8 (Intellectual Property), Section 9 (Confidentiality), or restrictions involving data security and reverse engineering would cause irreparable harm to us and monetary damages would be an inadequate remedy. Accordingly, we may apply to any court of competent jurisdiction for interim injunctions, orders for specific performance, asset preservation, or other equitable emergency relief, without posting a bond or proving actual damages.

15. Supplementary Provisions

15.1. Assignment. (1) Your Restrictions: This Agreement is tied to your specific legal identity. Except with our prior written consent, you shall not assign, delegate, subcontract, or otherwise transfer any rights or obligations under this Agreement to any third party, whether by operation of law, merger, acquisition, or any other means. (2) Our Rights: We reserve the right, in connection with any merger, acquisition, asset disposition, or corporate restructuring, to assign or transfer this Agreement, together with all rights and obligations hereunder, to our affiliates or successors, without the need for further notice to or consent from you.

15.2. Third-Party Rights. Unless otherwise expressly provided in this Agreement, no third party (including Users) shall have any right to enforce any term of this Agreement under the Singapore Contracts (Rights of Third Parties) Act.

15.3. Independence and Waiver. (1) Severability: If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified or deleted to the minimum extent necessary to make it valid, and the remaining provisions shall remain in full force and effect. and (2) No Waiver: No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of such right; any single or partial exercise does not preclude future exercise of that right.

15.4. Notices. All notices shall be sent in writing by email: (1) To Us: to [ marketing@airdroid.com] (or any updated address designated by us). (2) To You: to the email address you provide in the Order; (3) Deemed Service: An email shall be deemed served when it enters the recipient's server system. You are responsible for ensuring the validity of your email address. If you fail to receive a notice due to a full mailbox or interception, the notice shall still be deemed validly served.

15.5. Headings for Convenience. This Agreement includes section headings for reference purposes only. These headings carry no legal effect and may not precisely reflect the content of the provisions that follow.

If you have any questions, please contact us by email.

Email: marketing@airdroid.com