This Agreement is between Nektony LLC (“Nektony”, “we”, “us”) and the entity or individual authorized to resell Nektony products (“Reseller”, “you”). By requesting License Keys, signing an Annex, or listing Nektony products for sale, you agree to be bound by this Agreement.
A current list of Nektony’s authorized resellers is published at Authorized Partners of Nektony.
1. HOW THIS WORKS
1.1. This Agreement sets the general rules. The specific commercial terms — products, pricing, territory, channels — are defined in a separate Annex signed by both parties. You cannot act as a Reseller without a signed Annex.
1.2. Your authorization is non-exclusive, non-transferable, and revocable. Nektony may appoint other resellers in the same territory at any time.
1.3. You are an independent contractor, not an agent, partner, or employee of Nektony.
2. WHAT YOU CAN SELL AND WHERE
2.1. You may sell only the products listed in your Annex, only in the assigned territory, and only through channels approved by Nektony in writing (the “Whitelist“).
2.2. Any storefront, marketplace, or website not on the Whitelist is unauthorized. You must get approval before adding new channels.
2.3. Nektony may update the Whitelist at any time. If we remove a channel, you must stop selling through it within 5 business days.
2.4. You must not sell outside your assigned territory. Cross-border, gray-market, or redirected sales are prohibited.
3. LICENSE KEYS
3.1. All License Keys are issued by Nektony. The minimum order quantity is 50 keys per product. Orders exceeding 50 keys require a separate written agreement with Nektony. You must not generate, modify, duplicate, or reverse engineer any keys.
3.2. You must sell only the license types we provide. Do not create, advertise, or sell license types that don’t exist — for example, advertising subscriptions when you only purchased one-time keys.
3.3. Each key may be sold to one end user only. No splitting, pooling, or reselling of used keys.
3.4. Keep records of all keys received and sold. Provide this information to Nektony upon request.
3.5. If Nektony determines that keys are being misused, we may block or revoke them at any time.
4. PRICING (MAP RULES)
4.1. The minimum advertised price (MAP) for any product is 90% of the current retail price on nektony.com, unless we agree otherwise in writing.
4.2. You must not sell or advertise below MAP. This applies to:
- Your own storefronts
- All sub-resellers (if approved)
- Bundled offers — per-product price must stay above MAP
- Any method: coupons, cashback, hidden discounts, “add to cart” pricing
4.3. MAP may be set in USD or CNY depending on the market. Details are in your Annex.
4.4. Promotional pricing below MAP requires our prior written approval specifying: products, discount, dates, and channels.
4.5. We may update MAP at any time upon notice. You must adjust your pricing promptly.
5. SUB-RESELLERS
5.1. You may engage sub-resellers only with our prior written approval.
5.2. Before approval, provide us with: sub-reseller name, contact info, and all storefront URLs.
5.3. You are fully responsible for your sub-resellers’ compliance with this Agreement, including MAP and channel rules.
5.4. We may revoke approval for any sub-reseller at any time. You must ensure they stop selling within 7 days.
5.5. Each sub-reseller must be bound by a written agreement with terms no less protective than this Agreement.
6. BRANDING AND MARKETING
6.1. Use our product names, logos, and descriptions only in the form we provide or approve.
6.2. Do not make false claims about our products — features, compatibility, awards, or licensing terms.
6.3. Do not call yourself “official”, “authorized”, or “exclusive” partner without our written permission to use those specific words. The official list of authorized resellers is maintained at https://nektony.com/authorized-partners. Only resellers appearing on this list may represent themselves as authorized.
6.4. Do not register domain names, store names, or social media accounts that include or imitate “Nektony” or our product names.
6.5. Do not use our Trademarks or Product names in paid search ads (PPC), hidden text, metadata, or SEO keywords without our written approval.
6.6. If we ask you to change or remove any marketing material, comply promptly.
7. REPORTING AND RECORDS
7.1. Keep accurate records of all keys received, sold, and remaining in inventory. Retain records for at least 3 years.
7.2. Nektony may request a sales summary at any time. You must respond within 7 business days with: keys sold, keys remaining, sales channels used, and sub-reseller activity (if applicable).
7.3. Nektony may audit your records upon 7 days written notice to verify compliance.
8. ANTI-PIRACY
8.1. Report to us immediately if you become aware of unauthorized sales, pirated copies, counterfeit listings, or suspicious activity involving Nektony products.
8.2. Do not sell to anyone you suspect of piracy or mass redistribution.
8.3. Cooperate with us in investigations and takedown actions, including providing records and evidence.
9. INTELLECTUAL PROPERTY
9.1. Nektony owns all rights to its products, services, and everything that goes with them — source code, algorithms, APIs, documentation, designs, user interfaces, trademarks, trade names, logos, domain names, patents (registered or pending), copyrights, know-how, and trade secrets (collectively, “Intellectual Property“). This Agreement does not transfer any of these rights to you.
License to use:
9.2. As long as you comply with this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use approved Nektony branding and materials solely for authorized resale of Nektony products. Any use outside this scope is unauthorized and constitutes infringement.
Product Terms:
9.3. Nektony’s products are subject to our end user terms at the Product Terms. The Product Terms govern all end-user licenses and product usage. This Agreement does not grant you any broader license, ownership, or usage rights beyond the limited commercial rights in your signed Annex.
Restrictions:
9.4. You must not:
(a) challenge or attempt to impair Nektony’s ownership of its Intellectual Property;
(b) register or help anyone register any trademark, domain name, social media handle, store name, or other identifier that is identical or confusingly similar to any Nektony IP; or
(c) take any action that dilutes or harms the goodwill associated with Nektony’s brand. All goodwill from your authorized use of our IP belongs exclusively to Nektony.
Enforcement:
9.5. Nektony may take any action to protect its Intellectual Property, including against unauthorized sales, counterfeit listings, IP abuse, piracy, gray-market distribution, or unfair competition. This may include:
(a) complaints to marketplaces, registrars, hosting providers, ad networks, and payment providers;
(b) takedown notices and cease-and-desist letters; and
(c) civil, administrative, or criminal proceedings.
9.6. You acknowledge that any breach of this Section may cause irreparable harm to Nektony for which monetary damages would be inadequate. Nektony may seek injunctive relief, specific performance, and any other equitable remedies available at law.
Upon termination:
9.7. Immediately stop using all Nektony Intellectual Property and materials and remove all references from all storefronts, platforms, accounts, and properties under your control.
10. FINANCIAL TERMS
10.1. Pricing, margins, and payment terms are defined in your Annex. All purchases are prepaid.
10.2. The Reseller is responsible for all taxes, duties, VAT, and similar charges applicable to its resale activities.
10.3. Handle all refunds and chargebacks in accordance with Nektony’s Refund Policy. Notify us immediately of any refund or chargeback from your sales.
10.4. Nektony may offset amounts you owe us (refunds, chargebacks, penalties) against amounts we owe you.
11. END USER SUPPORT
11.1. Nektony provides end user support directly via https://nektony.com/support. The Reseller may also assist end users with basic inquiries, but must not make commitments regarding product updates, features, or refunds on behalf of Nektony.
11.2. If the Reseller receives a technical support request it cannot resolve, it must direct the end user to Nektony’s official support.
12. COMPLIANCE
12.1. Comply with all applicable laws, including tax, consumer protection, data privacy, sanctions, and export controls.
12.2. Do not collect or transfer personal data related to Nektony except on a lawful basis and in compliance with applicable privacy laws.
12.3. If you become subject to sanctions or export restrictions, notify us immediately and suspend all affected activities.
13. BREACH AND TERMINATION
Without cause:
13.1. Either party may terminate with 30 days written notice for any reason.
13.2. After termination without cause, you may sell remaining key inventory for 30 days, subject to MAP. After that, unsold keys are returned or revoked.
Serious breach (MAP violation, unauthorized channel or sub-reseller, selling fake license types):
13.3. We may immediately suspend key supply and give you 7 days to fix the issue. If not fixed — termination.
Critical breach (fraud, counterfeit keys, selling after termination, repeated violations):
13.4. Immediate termination, no cure period. We may take legal action and file IP complaints on all platforms.
After any termination:
13.5. Remove all listings and stop using Nektony branding within 5 business days.
13.6. Return or destroy all confidential information within 10 days.
14. CONFIDENTIALITY
14.1. Keep confidential all non-public information we share with you: pricing, MAP, whitelist data, commercial terms, and technical information.
14.2. Use confidential information only for performing under this Agreement.
14.3. These obligations survive termination for as long as the information remains confidential.
15. WARRANTIES AND LIABILITY
What we guarantee:
15.1. Nektony warrants that the products do not infringe any third-party copyrights or trade secrets. If a claim arises, we will defend it at our expense.
What you guarantee:
15.2. You represent and warrant on an ongoing basis that:
(a) you have full authority and legal capacity to enter into and perform this Agreement;
(b) all information, documentation, and representations you provide to Nektony are truthful, accurate, and complete;
(c) you will strictly comply with this Agreement, all Annexes, and all applicable laws, regulations, and industry standards;
(d) you will not make false claims or misrepresent Nektony, its products, licensing terms, awards, compatibility, or any other matter;
(e) you will not engage in piracy, fraud, key abuse, counterfeiting, illegal distribution, or any other unauthorized commercial activity;
(f) you will ensure that all downstream parties — sub-resellers, affiliates, agents, and contractors — comply with the obligations and restrictions of this Agreement;
(g) you will promptly notify Nektony in writing of any material event, risk, or incident that could reasonably affect Nektony’s legal, operational, reputational, or commercial interests.
Disclaimer:
15.3. Except for the warranties expressly stated in this Agreement, Nektony makes no representations or warranties of any kind — express, implied, statutory, or otherwise — including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, or availability. Products, License Keys, and related services are provided “as is” and “as available”, without any obligation to ensure uninterrupted operation, support, or access.
15.4. You acknowledge that you are entering this Agreement based solely on your own review, research, and evaluation of Nektony, its products, and business model, and have not relied on any representations or promises not expressly set out by Nektony in writing.
Indemnification:
15.5. You will defend, indemnify, and hold harmless Nektony, its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from any claims, demands, actions, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to:
(a) your breach of any term of this Agreement or any Annex;
(b) your sales, marketing, promotion, pricing, distribution, or licensing activities, or those of your sub-resellers;
(c) any false, misleading, or deceptive claims made by you about Nektony or its products;
(d) any violation of applicable law, regulations, sanctions, platform rules, or marketplace policies by you or your downstream parties;
(e) any counterfeit, pirated, gray-market, unauthorized, or illegal activity involving Nektony products or License Keys;
(f) any unauthorized use or misappropriation of Nektony’s Intellectual Property;
(g) any customer complaints, refund requests, chargebacks, or disputes caused directly or indirectly by your actions or omissions;
(h) any tax, reporting, sanctions, privacy, or regulatory non-compliance by you or your downstream parties.
15.6. Nektony may assume exclusive control of the defense and settlement of any claim covered by this indemnification. You must cooperate fully and promptly at your own expense, including providing documents, information, and access to personnel.
15.7. These indemnification obligations survive termination and continue to apply to any matters arising from acts or omissions during the term of this Agreement.
Limitation of liability:
15.8. To the maximum extent permitted by law, Nektony is not liable for any indirect, incidental, consequential, special, exemplary, or punitive damages — including loss of profits, revenue, business opportunities, goodwill, data, or anticipated savings — even if Nektony has been advised of the possibility of such damages.
15.9. Nektony’s total liability under this Agreement shall not exceed the total fees actually paid to you during the six (6) months immediately preceding the event giving rise to the claim.
15.10. You acknowledge that these limitations are an essential condition of Nektony’s willingness to enter into this Agreement and reflect a fair allocation of risk between the parties.
15.11. This Section survives termination and applies regardless of the legal theory — contract, tort, negligence, strict liability, or otherwise.
16. GENERAL
16.1. Governing law: Laws of Ukraine, without regard to conflict of law principles.
16.2. Disputes: First, negotiate in good faith for 60 days. If unresolved, binding arbitration under ICC Rules in Kyiv, in English. May be conducted remotely.
16.3. Amendments: We may update this Agreement upon 30 days notice. If you disagree with the changes, you may terminate by providing written notice within 30 days after the change is posted, provided you have not placed a new order after the change.
16.4. Assignment: You may not assign this Agreement without our written consent.
16.5. Force majeure: Neither party is liable for delays caused by events beyond reasonable control (natural disasters, pandemics, government actions, infrastructure failures).
16.6. Entire agreement: This Agreement, together with the signed Annex, constitutes the complete agreement. It supersedes all prior discussions, emails, and informal arrangements.
16.7. Electronic signatures: Annexes may be signed electronically (DocuSign, Dropbox Sign, or similar).
EXECUTION
This Agreement is published on Nektony’s website as a standing offer. You accept it by:
(a) requesting or receiving License Keys;
(b) listing Nektony products for sale;
(c) signing an Annex referencing this Agreement; or
(d) otherwise participating in commercial activity relating to Nektony products.
A signed Annex is required before you may act as an authorized Reseller.
Last updated: March 25, 2026.
©2026 Nektony LLC.