BotDetect CAPTCHA: Payment Terms For Licensees

Click here to Request the LI-Quote for Licensees!

The 'Local Definitions' and 'About This Document' sections are at the bottom of this page.

Order and Payment Processing:

1) Vendor does not process the orders and payments -- the entire process is outsourced.

2) Seller of Record is the entity from which Licensee, or its Generic Reseller (if used), will buy its License Subscription. At present, it is Digital River GmbH, a subsidiary of Digital River, Inc.

3) Payment Processor is the entity which will process all of the payments for the bought License Subscription. At present, it is MyCommerce Share-it, a subsidiary of Digital River, Inc.

Standard Payment Terms License Subscriptions:

4) All SPT License Subscriptions are denominated in U.S. dollars.

5) All SPT License Subscriptions are to be paid by a CC.

6) All SPT License Subscriptions have a month long Billing Period.

7) All SPT License Subscriptions have the CC Payment Auto-renewal enabled.

8) Due to Generic Resellers' penchant for botching renewals, SPT License Subscriptions are no longer available from Generic Resellers -- but only directly from Vendor.

Alternative Payment Terms License Subscriptions:

9) A License Subscription whose payment terms diverge from SPT is considered an APT (CPT) License Subscription.

10) All APT (CPT) License Subscriptions are subject to the inclusion of APT (CPT) Fee in Price -- once per alternative Billing Period.

11) At present, APT (CPT) Fee is $99.

12) All APT (CPT) License Subscriptions are available from both Vendor and Generic Resellers.

Alternative Billing Periods:

13) The only allowed alternative Billing Period Durations of an APT (CPT) License Subscription with the CC Payment Auto-renewal enabled are 24 and 36 months.

14) The only allowed alternative Billing Period Duration of an APT (CPT) License Subscription with the CC Payment Auto-renewal disabled is 36 months.

15) The only allowed alternative Billing Period Duration of an APT (CPT) License Subscription that is not paid by a CC is 36 months.

Alternative Currencies:

16) While in theory every major world currency is available as an alternative currency, in reality the choice is limited to a subset of those currencies that Payment Processor supports for a particular given combination of the chosen payment method, Licensee organization's country, and the country from which the transaction will be executed; and those may vary over time.

17) The exchange rates are set daily by Payment Processor's currency exchange provider.

18) Vendor does not have a say over the daily exchange rates, and to the best of Vendor's understanding neither has Payment Processor.

19) Licensee must choose denomination of its License Subscription in between U.S. dollar and its local currency (if available).

Alternative Payment Methods:

20) While in theory tens of different payment methods are accepted by Payment Processor, in reality the choice is limited to only a handful of those that Payment Processor supports for a particular given combination of the chosen currency, Licensee organization's country, and the country from which the transaction will be executed; and those may vary over time.

21) Regardless if Payment Processor supports it or not, Vendor will refuse any payment method that has a non-electronic component, does not produce verifiable electronic trail in the international financial system, or involves any of the crypto-currencies.

22) Additionally, Vendor will refuse to deliver EV Executables and/or EV Source Code if the payment is made by anyone other than Licensee organization.

Purchasing from Generic Resellers:

23) Vendor sells directly to Licensees; there is no need for a Generic Reseller in the loop.

24) Purchasing from Generic Resellers is possible but discouraged. Typically, they are unable to handle the zero-cost no-human-involved CC Payment Auto-renewals -- which inflicts countless extra working hours upon both Vendor and Licensee's development, purchasing, and accounting departments, on every single License Subscription renewal -- and then come the invoicing errors.

25) By purchasing from a Generic Reseller Licensee accepts Reselling Terms -- which, btw, the ever in flux staff of a typical huge Generic Reseller cannot be bothered to even read, let alone try to comply with -- despite having them attached to every single GR-Quote.

Aside from providing Reselling Terms, and this doc, the only other thing Vendor can do is to wish Licensee good luck in its heroic bid to keep in check and hold accountable whichever Generic Reseller Licensee chose to use. See the 'Avoid Common Pitfalls' section for further details.

26) Licensee acknowledges, and hereby agrees, that it assumes full responsibility for License Subscription cancellations, quoting and invoicing errors, and all sorts of other blunders that resulted from an action or inaction of a particular Generic Reseller Licensee chose to use.

Purchasing Directly from Vendor:

27) SPT License Subscriptions are available through both Online Shop and LI-Quotes.

28) APT (CPT) License Subscriptions are available through LI-Quotes only.

Shopping Cart Behavior:

Regardless if the shopping cart is accessed from Online Shop or LI-Quotes, due to the way Payment Processor's APIs and shopping cart operate -- the shopping cart behaves as described in the following two sections:

Both SPT and APT (CPT) License Subscription LI-Quotes:

29) Billing Information:

The shopping cart linked from LI-Quote will have [Billing Information] Section preset with the [License to: first name, last name] option default.
Licensee must change the default by clicking on the option's radio-buttons and switching it to the [License to: company name] -- in order to ensure that Licensee organization's billing details can be properly entered.
See the 'Provide Permanent Billing Email Address, or Suffer Updating It Forever' section below to find out which email address to use for [Email] field of [Billing Information] Section. The failure to heed it will sooner or later cause a work-intensive and costly affair.

30) VAT & Sales Tax values:

LI-Quote itself will contain neither VAT nor sales tax values.
The shopping cart linked from LI-Quote will be preset on-the-fly with the VAT and/or sales tax values in accordance with the user's geolocation -- which means that it may contain incorrect values if the user is not in the same state/country as Licensee organization.
The shopping cart will recalculate the VAT and/or sales tax values again, in accordance with the entered address of Licensee organization, once [Billing Information] Section's fields get filled with the valid info.

APT (CPT) License Subscription LI-Quotes Only:

31) An APT (CPT) License Subscription LI-Quote in an alternative currency:

LI-Quote itself will be denominated in U.S. dollars.
The shopping cart linked from LI-Quote will be denominated in the chosen alternative currency -- with the in-cart prices set on-the-fly in accordance with the daily exchange rate.
Accordingly, entering the shopping cart at different days will produce different prices.

32) An APT (CPT) License Subscription LI-Quote with the CC Payment Auto-renewal disabled:

The shopping cart linked from LI-Quote will be preset with Payment Auto-renewal option enabled default: [Renewal: Automatic].
Licensee must change the default by clicking on the option and switching it to the [Renewal: Manual] -- before proceeding with making the payment.
Licensee should inform Vendor if Licensee omitted to make Payment Auto-renewal option change before making the payment -- that omission is fixable from Vendor's side.

33) An APT (CPT) License Subscription LI-Quote with an alternative payment method:

The shopping cart linked from LI-Quote will be preset with the CC payment method default.
The chosen alternative payment method might be unavailable until [Billing Information] Section's fields get filled with the valid info.
Licensee must change the default to its chosen alternative payment method -- before proceeding with making the payment.

VAT & Sales Tax Collection and Refunds:

34) Vendor neither collects nor refunds the taxes -- Seller of Record and Payment Processor do -- in accordance with the local tax regulations of Licensee's country.

35) Different tax exemption rules apply in different countries, and there are even a few countries where tax exemption is not possible.

In general, in order to be issued a tax-refund, in countries where tax exemption is possible, the qualified tax-exempt Licensee must request it from Payment Processor by sending an email to:

The tax-refund request email must contain the following info:

The MyCommerce Share-it Order-ID of that particular License Subscription.
Licensee's VAT/Tax-ID -- if applicable to Licensee's country.
Licensee's valid tax-exemption certificate -- if applicable to Licensee's country.
The tax-refund-case description -- if applicable to Licensee's country.

36) In order to avoid having taxes applied on the subsequent License Subscription renewals, the email must explicitly ask for flagging of all future renewals with the tax-exempt status.
This should keep Licensee hassle-free tax-wise over the lifetime of its License Subscription.

This option is typically available in countries where tax exemption is possible -- but, again due to the local regulations, not in every single one of them.

Overdue Payments and Automatic License Subscription Cancellations:

Payment Processor will automatically cancel all License Subscriptions with overdue payments in accordance with its nonsensical 'late payments' policies as follows:

37) Subscriptions w/ Payment Auto-renewal enabled, and 1 month long Billing Period:

Grace period: 20 days
Cancellation: at the end of the grace period
Applies to:
- all SPT License Subscriptions

38) Subscriptions w/ Payment Auto-renewal enabled, and 12-36 months long Billing Period:

Grace period: 60 days
Cancellation: at the end of the grace period
Applies to:
- a part of APT (CPT) License Subscriptions.
- a part of the old annual License Subscriptions sold before 2019/08/25

39) Subscriptions w/ Payment Auto-renewal disabled:

Grace period: 0 days
Cancellation: on the subscription's last day
(unless the payment for its next Billing Period has already arrived by then)
Applies to:
- a part of APT (CPT) License Subscriptions
- a part of the old annual License Subscriptions sold before 2019/08/25

40) Unfortunately, Vendor does not have a say over the previous three policies.

License:

License -- Intro:

41) License is a non-negotiable standard contract, a set of rights and obligations derived from Agreement and its annexes, which gives Licensee the right to use Software, integrated into its own product or website, in certain predefined ways, over an indefinite uninterrupted chain of fully paid Billing Periods of its License Subscription, while its License Subscription is Active.

License -- Procurement:

42) A License is procured by purchasing its corresponding License Subscription.

In order to procure a proper License one has to understand what is a software library in general and what does Software do in particular, to have some idea about how its licensing works, to know where and how it is going to be used, and which of its technological ports are needed -- a set of knowledges and info that the vast majority of Purchasing Departments simply do not have.

Unsurprisingly, a License procurement led either by a Purchasing Department or by its Generic Reseller (if used), typically results in a purchase of a wrong License Subscription, or of one for a wrong technology or in wrong quantity -- burning everyone's time and money in the process.

Dev Teams fare much better those knowledges-wise, and they do have all the info -- hence, a License procurement should be left to them -- and they should be the ones talking with Vendor.

Purchasing Department will help the most by not introducing any guesses-caused static into the procurement process, and focusing strictly on arranging its internal paperwork and payments -- which should be done, if anyhow possible -- without a huge Generic Reseller involved.

License -- Termination:

43) The cancellation of a License Subscription corresponding to a particular procured License, makes Licensee instantly non-compliant -- yet, that cancellation, by itself, does not terminate that particular License -- nor does it stop by that particular License mandated payment obligations.

In order to terminate a particular License, Licensee must request its termination from Vendor by submitting LTR Form. Assuming that Vendor has no objection, Vendor will acknowledge that License Termination Request submission and cancel the corresponding License Subscription.

Due to the reasons stated in the previous article, Purchasing Department has no chance to fill the form with accurate data even for the original use of Software, nor does it know if the use somehow proliferated since License procurement -- thus, it has no clue if a particular License can be rightfully terminated or not -- while its Generic Reseller (if used) never knew anything at all.

Purchasing Department and its Generic Reseller (if used) are expressly forbidden from guess-filling and submitting LTR Form. The form must be filled and submitted by Devs -- anytime after Licensee stops all use of Software licensed under that particular License in question.

The best time for License Termination Request is immediately after the licensed use stops. Devs involved are likely still around -- and everyone still remembers everything. A late submission is at Licensee's own risk -- Vendor will do its best, but it cannot guarantee the timely verification if the request is incomplete, or inaccurate, or submitted less than a week before the renewal date.

For guidance, License Termination Requests containing complete and accurate data are easy to verify and are usually processed within a few working days -- while incomplete or inaccurate ones may linger for many weeks while the parties are exchanging dozens of emails back and forth.

License Subscription:

Subscription -- Purchase:

44) See the 'License -- Procurement' section above to understand License Subscription purchase process.

Subscription -- Cancellation:

45) See the 'License -- Termination' section above to understand License termination-related License Subscription cancellation process.

46) A purely technical cancellation of a License Subscription might be the only way forward in a certain kind of situations -- e.g., when Licensee needs to switch to a different License, or wish to switch to different payment terms, or wish to change the legal entity making the payments.

When such circumstances do occur, which happens sometimes -- Licensee must ask Vendor to orchestrate that change -- and then it must follow Vendor's instructions.

47) Licensee, and its Generic Reseller (if used), are both expressly forbidden from causing a cancellation of a License Subscription on their own accord -- regardless of the reason.

Only Vendor has the right to execute a License Subscription cancellation -- regardless if a particular cancellation is about a License termination, or it is of a purely technical nature.

Subscription -- Implementation:

48) License Subscription is implemented as a non-resurrectable, nontransferable, and immutable payment facility of License, jointly established by its Seller of Record and Payment Processor, in order to collect its recurring licensing payments, while ensuring global tax and other compliance over the entire life cycle of a transaction; which can span many years, or even a decade or more.

Each particular kind of License Subscription is defined as a combination of values of the following One-off and Immutable Attributes:

b) One-off Attribute:

PriceFBP -- Price for First Billing Period.

c) Immutable Attributes:

fixed Billing Period Duration.
fixed PriceSBP (Renewal Price) -- Price for each of Subsequent Billing Periods.

It is as inflexible as it gets; easy to bitch at; and Vendor often does, indeed -- but the brutal truth is that the greatest common factor of regulations in two hundred countries is not that great at all. It was a price to pay to be able to have paying Licensees in more than 85 different countries.

Subscription -- Properties Demystification:

49) Demystification of License Subscription properties:

Active: means that it is Active only while it is neither expired nor otherwise canceled; yet, it can stay Active forever if Licensee, or its Generic Reseller (if used), keeps paying it on time.

Non-resurrectable: means that it cannot be resurrected once not Active anymore; a new one will have to be created instead -- potentially with a different PriceSBP and Billing Period Duration -- in accordance with a new, then-current, prices and payment terms.

Immutable: means that its PriceSBP and Billing Period Duration are both locked for as long as it is Active. This applies even if Vendor changed the prices and payment terms since its purchase -- and even if it is denominated in a currency other than the U.S. dollar.

Nontransferable: means that its payment cannot be passed around between Licensee and its Generic Resellers. Vendor does link a particular License with its Licensee only, indeed -- but, Payment Processor inextricably links each License Subscription with the legal entity that paid for its first Billing Period, either Licensee or its Generic Reseller (if used). Therefore, afterwards, that same legal entity must be the one paying for all of the subsequent recurring renewals.

Subscription -- Properties Implications:

50) For a subset of Purchasing Departments -- those are the most difficult concepts to grasp:

'...life cycle of a transaction; which can span many years, or even a decade or more.'
'...fixed PriceSBP (Renewal Price) ... for each of the Subsequent Billing Periods.'
'...it can stay Active forever if Licensee ... keeps paying it on time.'

And their implications are as follows:

a) Each License Subscription is a contract bought in a single transaction, and then paid over time, in an indefinite chain of immutably priced recurring renewals, once at the start of each Billing Period, for as long as Licensee uses Software -- and it must be recorded as such.

Thus, plainly, a renewal of an Active License Subscription is not a standalone transaction.

b) When the time for such a renewal comes -- the transaction is already made, the contract is already in place, and Software is already in use. There will be nothing to be contemplated, negotiated, or decided about by Purchasing Department. Zip. Nada. Zilch. Nilch!

c) Hence, there will be no three quotes for that upcoming renewal -- nor even a single one. The transaction is already made; Renewal Price is immutable; and the next renewal must be paid to the same entity to which Licensee paid the previous one -- which is either Vendor or Licensee's Generic Reseller (if used).

Thus, if Licensee purchased from Vendor directly, no LI-Quote will be issued. Licensee will get Payment Processor's upcoming payment notification 12 days before the renewal date, and the renewal invoice once the payment is completed.

If Licensee purchased from a Generic Reseller, then more likely than not, a renewal invoice, or some kind of upcoming payment notification followed by a renewal invoice are to be expected.

d) Vendor cannot confirm the total price for whatever upcoming period because Vendor cannot know if during that period Purchasing Department, or its Generic Reseller (if used), will let that particular License Subscription expire by not paying it on time, or make it otherwise canceled.

It is only Purchasing Department, or its Generic Reseller (if used), who can be making such guarantees -- even forever if needed -- by paying that particular License Subscription on time, and keeping it Active.

51) It is Licensee's duty to ensure its Purchasing Department can grasp the 'paying it on time to keep it Active', 'fixed PriceSBP (Renewal Price) for each of the Subsequent Billing Periods', and 'single transaction' concepts -- so they can get out of the way -- and ensure frictionless execution.

Avoid Common Pitfalls:

Beware of Generic Resellers:

52) Generic Resellers are relicts from the bygone era of boxed software, forklifts, and perpetual licenses. Since then, the industry moved to digital distribution, and then switched to subscription licensing. However, because of whatever reason -- Generic Resellers didn't get the message.

Two decades on, most of them are still craving to turn every single zero-cost no-human-involved CC Payment Auto-renewal -- they can put their paws on -- into dozens of emails sent back and forth over hundreds of dollars worth of working hours of the parties involved. A disservice?

That said, not all Generic Resellers are created equal. On average, the smaller ones are notably less bad than the huge ones, likely because they churn through staff less. Thus, sometimes, they might have an employee or two who actually read Vendor's Reselling Terms, or the one who still remembers what they did agree to when Licensee made the purchase -- or even all of them.

Still, even when taken all together, Generic Resellers botch more than a half of renewals.

Unless Licensee has a small boutique reseller next door, with whom it has a fighting chance to drive home the message that its License Subscription must not get expired or canceled, and a very particular neck there it can squeeze as often as needed -- they are best avoided.

If no such Favorite Reseller exists, and Licensee buys from a huge Generic Reseller instead -- it should brace itself for a rough ride -- coz a rough ride is exactly what it is going to be disserved.

Make Sure That Your Favorite Reseller Do Follow Instructions, and Do Not Misguide Them:

53) If Licensee is bringing its Favorite Reseller into the deal it should make sure that its Favorite Reseller read Vendor's Reselling Terms first, and then to request a GR-Quote.

In such situations, the most common mistake happens when Favorite Reseller first acknowledge Licensee's instructions from the previous paragraph -- only to just minutes later make a purchase from Online Shop -- which contains no SKUs available for resale. Yep, that happens very often.

The second most common one is the forwarding of LI-Quotes previously issued to Licensee to its Favorite Reseller. LI-Quotes contain LI-O (CO) or LI-R (CR) labeled SKUs -- while only GR-O (RO) and GR-R (RR) labeled SKUs contained in GR-Quotes are available for resale.

Keep Actively Checking for Generic Reseller's Quoting and Invoicing Errors:

54) If Licensee is about to purchase from a Generic Reseller, regardless of if it is from a huge one or from its Favorite Reseller, it is likely lulled into a vision of an automagical billing system which can grasp license subscriptions of hundreds of vendors that Generic Reseller is reselling -- and will take care of everything going forward. It is just a dream folks -- and it is the time to wake up.

In reality, a typical Generic Reseller has an at hearth manual system, boosted with a layer which robotically routes 'whatever-nonsense-its-staff-entered-this-time' to its 'accounts receivable' department. It is a crazy error-prone process -- with no built-in 'item-sanity' checks whatsoever.

Thus, Devs should be actively crosschecking against GR-Quote, line by line, each item's name, quantity, price and amount -- in every quote or invoice they receive -- to see if they make sense.

That task must not be assigned to Purchasing Department -- NET/Java/PHP, this or that License Subscription -- they cannot be reasonably expected to distinguish and control such things.

If Generic Reseller refuses to provide Licensee with GR-Quote -- Vendor will do.

Be Realistic of Own Purchasing Department:

55) A subset of Purchasing Departments knows much better than to read Payment Terms -- they will not waste any of their time on that. Such a Purchasing Department typically 'outsources' its 'software orders' to some huge Generic Reseller -- whose rookie employee in charge never read Vendor's Reselling Terms -- and does not plan to stick around until the renewal date anyway.

Why would they do that? Oh, because, you know -- what could possibly go wrong :)?

When such an uncanny combo gets in charge of its License Subscription, Licensee will be more likely to see a unicorn galloping through its office -- than a smooth and cheap renewal to happen.

Avoiding Non-payments and Automatic License Subscription Cancellations:

If Licensee is able to buy directly from Vendor, the following applies:

Choose License Subscription w/ Payment Auto-renewal Enabled; and Pay w/ CC

56) Licensee should choose a License Subscription w/ Payment Auto-renewal enabled, and then choose the CC payment option.

It is the combination that allows Licensee to reap all the benefits of zero-cost no-human-involved payment processing when everything goes smoothly, while in the same time providing it with a decently sized grace period needed to fix any CC related issues -- when and if they arise.

Having that grace period comes very handy; it can smooth over a lot of imperfection in Licensee's execution -- while saving both Licensee and Vendor a lot of time and money in process.

Do Not Choose License Subscription w/ Payment Auto-renewal Disabled

57) Licensee should avoid any License Subscription w/ Payment Auto-renewal disabled.

They require costly human involvement on Licensee's side, on every single renewal, but provide no grace period needed to smooth over any imperfection in Licensee's execution -- thus, virtually guaranteeing that, over time, the costly human involvement will be needed on Vendor's side, too.

Transaction costs-wise, they are much more expensive option for both Licensee and Vendor.

Keep CC Details Filed with Payment Processor up to Date:

58) Unfortunately, employees do come and go, and CCs do expire from time to time, too. Having an appropriate process in place which ensures that a License Subscription's [Payment] Section gets updated whenever a CC used for its Payment Auto-renewal changes might be helpful.

Licensee assumes full responsibility for a License Subscription cancellation stemming from its action or inaction which caused that particular License Subscription's [Payment] Section to lack up to date info.

Provide Permanent Billing Email Address, or Suffer Updating It Forever:

59) Payment Processor sends all the invoices, as well as the upcoming, successful and failed payment notifications, etc. to the address contained in [Email] field of License Subscription's [Billing Information] Section. When that email address is not up to date, no email will reach the most appropriate persons within Licensee organization -- if it reaches anyone at all.

An email of the firstname.lastname@licensee-organization.com|gov kind should not be used as the billing email address -- coz even in an optimistic scenario, such a use will cause a wrongful License Subscription cancellation, or a struggle to avoid it, when that person leaves Licensee organization -- while in a realistic scenario, internal reassignments, parental and sick leaves, and even vacations will be all creating such kind of issues for as long as such an email is used.

Hence, Licensee should compile a list of its internal Software use stakeholders, which includes at least two persons from each of the following stakeholder groups: Project Developers, Project administrators, Purchasing Department, accounts payable department, and perhaps even legal department -- and then open a group email address which will be forwarding incoming emails to all of the list members. That group email address should be used as the billing email address.

If such a by internal stakeholders always attended billing email address cannot be created, then having an appropriate process in place which ensures that a License Subscription's [Billing Information] Section gets updated whenever a person in charge of it changes might be helpful.

Licensee assumes full responsibility for a License Subscription cancellation stemming from its action or inaction which caused that particular License Subscription's [Billing Information] Section to lack up to date info.

Ask Vendor for Help:

60) For all of Licensee's License Subscriptions:

For as long as Payment Processor allows it, whenever asked, Vendor will provide a deep link for updating a particular License Subscription's [Payment] and [Billing Information] Sections -- thus letting Licensee shortcut its own and Payment Processor's procedures altogether.

Whenever asked, Vendor will trigger resending of Payment Processor's past or upcoming invoices for a particular License Subscription. But, to actually receive them, Licensee will have to ensure that License Subscription's [Billing Information] Section is up to date first.

Whenever asked, Vendor will provide Licensee with Payment Processor's history of a particular License Subscription.

Dealing with Expired or Otherwise Canceled License Subscriptions:

Will BotDetect Work?

61) There are zillion reasons why a License Subscription might get expired or canceled, most of which boil down to a neglect of one kind or another. Regardless of the reason, BDCr4 will work.

As it does not contain any licensing keys, it will never ever cripple Licensee's product or website.

However, there are clear and significant financial benefits in being proactive with keeping License Subscription Active -- versus letting it expire or be otherways canceled every now and then -- see below:

Loss of Access to Technical Support and New Releases:

62) A Licensee with an expired or otherwise canceled License Subscription will lose its access to the technical support, and afterwards to the latest releases. The access will be reinstated only after Licensee is brought back into compliance, and has an Active License Subscription again.

Payment Terms Loss:

63) A Licensee with an expired or otherwise canceled License Subscription will lose its Billing Period Duration, and that License Subscription will be renewed under one of the then-available ones -- if Vendor has changed its payment terms since the purchase.

Renewal Price Loss:

64) A Licensee with an expired or otherwise canceled License Subscription will lose its PriceSBP, and that License Subscription will be renewed under the then-current one -- if Vendor has changed PriceSBP of that particular kind of License Subscription since the purchase.

65) A Licensee with an expired or otherwise canceled License Subscription will lose its PriceSBP for the past months it is in arrears, and they will be charged at Vendor's in that particular past month current PriceSBP, for each of those particular past months in question -- if Vendor has changed PriceSBP of that particular kind of License Subscription since the purchase.

Real Costs of Manual Renewals; Manual Renewal Fee:

66) To bring a Licensee with an expired or otherwise canceled License Subscription back into compliance Vendor has to:

exchange a dozen emails back and forth,
issue at least one heavily customized Quote,
synchronize with Licensee so the payment for the omitted months match,
synchronize with Licensee so the payment date adjustment can be made at all,
do the one-off payment date adjustment so the new and old License Subscription match,
take subsequent extra care that everything is recorded properly.

Hence, it is an extremely time-consuming and error-prone process -- a royal pain in the... :(.

The costs of those extra working hours are not included in Prices of License Subscriptions.

67) Therefore, to allow Vendor to offset at least a part of those extra costs, all manual renewals of such delinquent License Subscriptions carry a mandatory Manual Renewal Fee.

At present, Manual Renewal Fee is flat $99.

Dealing with Contact Hampered Collections

Contact Hampered Collection:

68) A Collection is not considered to be a Contact Hampered if Vendor managed to have the entire debt collected within some reasonable time-frame solely by emailing its Earlier Contacts.

69) A Collection is considered to be a Contact Hampered if Vendor did not manage to have the entire debt collected within some reasonable time-frame solely by emailing its Earlier Contacts.

Such situations can and do occur under various circumstances, but most of the time Vendor is left with stale contacts in some variant of the scenario in which for a long period of time Licensee:

did not update its License Subscription's [Payment] and [Billing Information] Sections,
did not inform Vendor about the relevant staff changes within its organization,
did not request the library upgrade -- thus Vendor did not have an opportunity to enforce the technical, billing and legal/administrative contact info update.

Typically, such Licensee still uses Software, but Developers have moved on since -- while Vendor was left in the dark -- until the payment failed, and the subsequent emails sent to Earlier Contacts repeatedly either (a) bounced, or (b) got ignored or in some other way failed to solicit a meaningful response, including but not limited to, failed to unearth the new persons in charge and their contact details.

Real Costs of Stale Contact Remediation; Stale Contact Remediation Fee:

70) To get an idea of the complexities, time and costs involved, just imagine that it is about a US based Licensee, with the development in India, and that Software is used to solve a problem specific to its Singapore and Hong Kong branches. To spice it up, and get an extra dose of joy, chip in an outside contractor or two someplace in that picture -- wherever it pleases you the most.

The work needed to remediate the stale contacts in a typical Contact Hampered Collection case includes, but is not limited to, some hodgepodge of the following processes and actions:

check Licensee's web, linkedin, facebook, twitter, and other social networks presence,
check Earlier Contacts social networks presence, and where/what do they do nowadays,
understand Licensee's business, and get some idea of its corporate structure,
guess Licensee's org chart and see how it might map onto its corp/gov structure,
see the old messages with Earlier Contacts and how do they fit in the previous two bullets,
figure out how to get in touch with Licensee's PR department and the C-level executives,
get busy with sending emails, linkedin in-mails, facebook messages, twitter direct messages, and also, extremely unfortunately, dialing phone numbers.

Until it is all over, a several days worth of Vendor's working time might be gone; or even more if late night phone calls needed to hit the working hours on other side of the globe can't be avoided.

All of that said, with some exceptions here and there, Stale Contact Remediations tend to work -- if no earlier then when the CEO and PR offices start getting emails and calls.

As this is costly, Vendor often delays Remediation until after the next release, in a hope that a new Developer might get in touch in order to obtain the library upgrade; so both the debt and staled contacts can be resolved with no extra costs for either side. Those delays have been hit and miss so far, helping only a bit more often than just letting the contacts stale even more.

Depending on the circumstances, as a part of Remediation, Licensee might be required to do an informal Self-audit; so its Projects involved and their Dev Team leads' contact details are all known -- thus ensuring that a stale contacts situation does not happen again anytime soon.

The costs of Stale Contact Remediation are not included in Prices of License Subscriptions.

71) Therefore, to allow Vendor to offset the extra costs caused by a Stale Contact Remediation, all Contact Hampered Collections that entered Remediation carry a mandatory Stale Contact Remediation Fee.

At present, Stale Contact Remediation Fee is flat $499.

Dealing with Undesirable Outcomes of Stale Contact Remediations:

A failed Stale Contact Remediation may end up in one of the following undesirable outcomes:

'On Hold':

72) There are several possible reasons for pausing of a Stale Contact Remediation, but corporate mergers and acquisitions are the most often one.

After a recent merger made half of the staff redundant, and left the remaining half, that barely knows each other, to stare in two different ERPs -- even the most well meaning person might find it difficult to sort out, in any reasonable time-frame, any issue that falls outside of routines.

Take your time folks; Vendor will loop back in a few months time when the things calm down a bit.

'Impasse':

73) There are the times when no meaningful response can be obtained from Licensee's lower ranks, and they refuse to include the upper ones -- or they do include them, but then the upper ranks fail to produce a meaningful response themselves too, or do not respond at all.

A typical case would be when some 'non-techie in charge' digs in his heels -- while chanting something along the following lines:

'We do not need the maintenance' -- while it is all about a license subscription.
'We already paid that once' -- those license subscriptions are ungraspable, indeed.
'We do not use that software' -- while it is built into Licensee's product or 'contact form.'
'I have never heard of that' -- oh really, that is strange, how that could possibly happen?

'No Response':

74) Then there are the times when despite all of the effort Vendor invested in a particular Stale Contact Remediation -- everyone assumes that it is someone else's job -- so no one responds.

Or, perhaps, it is just that a particular 'non-techie in charge' cannot be bothered to respond?

Legal Letter; Legal Letter Fee:

75) With a few exceptions here and there, the common theme of the vast majority of those Stale Contact Remediation 'Impasses' and 'No Responses' appears to be:

because of whatever reason, Developers moved on,
while the 'non-techie in charge', to put it mildly, is not up to the task to the point that he:
- does not even realize that he might have a serious problem at hand, and accordingly
- cannot be bothered to ask the current members of the technical teams for help, or
- cannot even be bothered to respond.

Explaining the concepts of software library and license subscription to such a, devoid of survival instinct yet bold as brass, 'non-techie in charge' is not for the wimps as we are -- so we outsource it to the folks that our 'non-techie in charge' cannot wait to hear from -- Licensee's own lawyers.

He will happily learn from them regardless of if that particular Licensee's lawyer is its CLO, or its general counsel, or by them appointed outside counsel, or to whomever else they assign that job.

And, frankly, those lawyers are amazing. First, they have their survival instinct intact; just imagine that. Second, they hate surprises; and are willing to dig to the bottom of the things to get the facts out. And then, they also have a couple of other incredible tricks up their sleeves that would never ever cross the mind of our 'non-techie in charge.' Per instance, they actually might:

give a call to those ex-Developers to ask -- which Projects use Software?
ask the current leads of the technical teams -- if any other Projects use Software, too?
even put them all in a conference call to speed up the searching for definitive answers.

You would never expect our 'non-techie in charge' to be able to pull any such trick -- wouldn't ya?

However, unfortunately, lawyers are quirky species. They react on a very narrow range of stimuli, one of which is so called legal letter. Such legal letters have to be extremely carefully composed by a person who actually knows what he is doing -- which makes them very expensive.

To reduce the costs for both sides, the first Legal Letter will be written and sent by Vendor -- thus without certified mail, return receipts, and Local Attorneys involved. If it fails to solicit a sincere response leading to a resolution, Local Attorneys will redo and resend it -- heeding Licensee's jurisdiction's rules -- in which case very significant additional costs are very likely to be incurred.

To avoid bothering Licensee's lawyers every now and then, the Legal Letter will also request the full formal Self-audit of Licensee's past and present use of Software. That will make the use related facts, Projects involved, and their Dev Team leads' contact details known -- thus enabling both sides to workaround the 'non-techie in charge' the next time he decides to go wacko again.

Legal Letter writing and delivery costs are not included in Prices of License Subscriptions.

76) All Contact Hampered Collections whose Stale Contact Remediation failed by an 'Impasse' or 'No Response', and for whom as the result Vendor afterwards actually sent a Legal Letter to Licensee, carry a mandatory Legal Letter Fee.

Legal Letter Fee expressly excludes the costs of Local Attorneys and delivery fees -- which will be charged separately, at cost plus 10% basis -- when and if such costs are going to be incurred.

At present, Legal Letter Fee is flat $999.

Forms for Tender and Compliance Purposes:

77) Filling a myriad tender forms is not included in Prices of License Subscriptions. Therefore, Vendor does not participate in tenders. If it affects you anyhow -- sorry for the inconvenience.

78) Filing various compliance forms is not included in Prices of License Subscriptions. Yet, as no direct financial transaction in between Licensee and Vendor ever happens, it is almost certain that any such forms Licensee might really need are:

if it was an indirect purchase -- those of Generic Reseller used -- in which case it is that Generic Reseller who should provide them to Licensee, or
if it was a direct purchase -- those of Seller of Record -- in which case see the following two paragraphs below:

While Vendor has and can provide some of Seller of Record's forms of the U.S. W-8xx series, as well as their functional equivalents of a few other countries, all other compliance forms should be obtained by sending Payment Processor an email, which should include Licensee's order id, to:

However, as Seller of Record acts in the same capacity for ~8k software vendors, the chances are that Licensee organization has all their forms on file from before, and is all set up already.

Local Definitions:

79) The term 'Agreement' (the "Agreement") refers to the BotDetect CAPTCHA Subscription-License Agreement -- whose latest version is here.

The term 'Reselling Terms' (the "Reselling Terms") refers to the document that sets forth Vendor's reselling terms for Generic Resellers -- whose latest version is here.

The term 'reselling terms' (the "reselling terms") refers to Vendor's reselling terms for Generic Resellers.

The term 'Payment Terms' (the "Payment Terms") refers to the document that sets forth Vendor's payment terms for Licensees -- this one that you are reading right now.

The term 'payment terms' (the "payment terms") refers to Vendor's payment terms for Licensees.

The term 'SPT' (the "SPT") refers to Vendor's standard payment terms.

The term 'APT' (the "APT") refers to Vendor's alternative payment terms.

The term 'CPT' (the "CPT") is the old name for APT -- and is mentioned in brackets next to APT mentions only because of its still widespread use.

The term 'Seller of Record' (the "Seller of Record") refers to Vendor's global value added and sales tax compliance provider. This term must not be anyhow confused with the completely unrelated standalone term 'Record'.

The term 'Payment Processor' (the "Payment Processor") refers to Vendor's global payment gateway provider.

The term 'CC' ("CC") is an abbreviation for the term 'credit card.'

The term 'First Billing Period' (the "First Billing Period"; the "FBP") refers to the first Billing Period of a particular License Subscription.

The term 'Subsequent Billing Period' ("Subsequent Billing Period"; "SBP") refers to any subsequent Billing Period of a particular License Subscription.

The term 'Price' (the "Price") refers to a price Vendor charges Licensees for a particular Billing Period of a particular License Subscription.

The term 'PriceFBP' (the "PriceFBP") refers to Price for FBP.

The term 'PriceSBP' (the "PriceSBP") refers to Price for each of SBPs.

The term 'Renewal Price' (the "Renewal Price") is just another name for PriceSBP. The term is sometimes mentioned next to PriceSBP, or instead of it -- for the sole purpose of clarity.

The term 'First Month' (the "First Month"; the "FM") refers to the first month of a particular License Subscription.

The term 'Subsequent Month' ("Subsequent Month"; "SM") refers to any subsequent month of a particular License Subscription.

The term 'Discount' ("Discount") refers to a discount on a Price of a particular Billing Period of a particular License Subscription granted to a Reseller who resold it.

The term 'Generic Reseller Discounts' (the "Generic Reseller Discounts"; the "GRDiscounts") refers to the Discounts granted to a Generic Reseller.

The term 'GRDiscountFM' (the "GRDiscountFM") refers to the Discount granted to Generic Reseller for FM.

The term 'GRDiscountSM' (the "GRDiscountSM") refers to the Discount granted to Generic Reseller for each of SMs.

The term 'GRPrice' (the "GRPrice") refers to a price Generic Reseller charges Licensee for a particular Billing Period of a particular License Subscription.

The term 'GRPriceFBP' (the "GRPriceFBP") refers to GRPrice for FBP.

The term 'GRPriceSBP' (the "GRPriceSBP") refers to GRPrice for each of SBPs.

The term 'Value Added Reseller Discounts' (the "Value Added Reseller Discounts"; the "VRDiscounts") refer to the Discounts granted to a Value Added Reseller.

The term 'VRDiscountFM' (the "VRDiscountFM") refers to the Discount granted to Value Added Reseller for FM.

The term 'VRDiscountSM' (the "VRDiscountSM") refers to the Discount granted to Value Added Reseller for each of SMs.

The term 'VRPrice' (the "VRPrice") refers to a price Value Added Reseller charges Licensee for a particular Billing Period of a particular License Subscription.

The term 'VRPriceFBP' (the "VRPriceFBP") refers to VRPrice for FBP.

The term 'VRPriceSBP' (the "VRPriceSBP") refers to VRPrice for each of SBPs.

The term 'GRMarkup' (the "GRMarkup") refers to difference between GRPrice and Price -- thus it encompasses the entire markup generated by both MarkupRate and MarkupFee.

The term 'VRMarkup' (the "VRMarkup") refers to difference between VRPrice and Price -- thus it encompasses the entire markup generated by both MarkupRate and MarkupFee.

The term 'Attribute' ("Attribute") refers to any kind of property of a License Subscription.

The term 'One-off Attribute' ("One-off Attribute") refers to an Attribute that expresses itself only once in the lifetime of a License Subscription.

The term 'Immutable Attribute' ("Immutable Attribute") refers to an Attribute whose value cannot be changed during the lifetime of a License Subscription.

The term 'Record' (the "Record") refers to the record of a particular License Subscription held in Payment Processor's systems. Each Record consists of multiple Sections.

The term 'Section' ("Section") refers to a particular Section of a Record.

The term '[Payment]' (the "[Payment]") refers to the [Payment] Section of a Record.

The term '[Billing Information]' (the "[Billing Information]") refers to the [Billing Information] Section of a Record.

The term '[Recipient Information]' (the "[Recipient Information]") refers to the [Recipient Information] Section of a Record.

The term 'EV Executables' (the "EV Executables") refers to Enterprise Version executables.

The term 'EV Source Code' (the "EV Source Code") refers to Enterprise Version source code.

The term 'Reseller' (the "Reseller") refers to any entity that acts as a reseller of software licenses and license subscriptions.

The term 'Generic Reseller' (the "Generic Reseller"; the "GR") refers to any Reseller with whom Vendor has no contractual relationship other than the unsigned Reselling Terms published on Vendor's website, and stuck at the bottom of each GR-Quote -- for whatever they are worth.

The term 'Favorite Reseller' (the "Favorite Reseller") refers to a particular small Generic Reseller with whom Licensee has a significant ongoing business relationship and the reasons to believe that it will be acting in accordance with Licensee's best interests in mind; regardless of if that Favorite Reseller have ever worked with Vendor before.

The term 'Value Added Reseller' (the "Value Added Reseller"; the "VR") refers to a Reseller which acts as a system integrator, or as a software development outsourcer -- which is also a member of Vendor's still non-existent VAR Program.

The term 'Generic Reseller Master Framework' (the "GRMF") refers to a particular contract between Generic Reseller and Licensee which sets forth invoice delivery and payment deadlines, GRMarkup, etc.

The term 'Project' (the "Project") refers to a product, or website, or any other IT system of Licensee that uses Software.

The term 'Development Team' (the "Development Team"; the "Dev Team") refers to Licensee's software developers and system administrators, who are either developing, or maintaining, or administering, or are in some other way responsible for a particular Project -- regardless of the way the software development and administration is organized, and regardless of to which department it officially belongs to, and regardless of in which way that department is named.

The term 'Developers' (the "Developers"; the "Devs") refers to Development Team members who are also Earlier Contacts.

The term 'Purchasing Department' (the "Purchasing Department") refers to whoever acts in a capacity of Licensee's purchasing department, regardless if it is in de jure or in de facto manner, and regardless if it as a group of people or a single person -- with Devs expressly excluded.

The term 'License Termination Request' (the "License Termination Request") refers to Licensee's request to terminate a particular License.

The term 'LTR Form' (the "LTR") refers to Vendor's form that Developers have to fill in order to make a License Termination Request.

The term 'Collection' (the "Collection") refers to Vendor's process during which it attempts to collect the debts Licensee owes to Vendor -- which typically accrue due to some form of licensing Noncompliance -- among which the Noncompliance by Non-payment is by far the most often one.

The term 'Thread' (the "Thread") refers to a chain of emails generated by the parties involved in that particular email exchange.

The term 'Collection Thread' (the "Collection Thread") refers to a Thread generated by the parties involved on either side during the Collection.

The term 'Earlier Contact' (the "Earlier Contact") is purposefully recursive and refers to any employee or contractor of Licensee, or its Generic Reseller (if used), whose email address was:

acquired by Vendor through the purchase, registration, and library upgrade processes, or
included in the sales or support Threads in between Licensee and Vendor, or
included in the Collection Thread the first time, by their colleagues, within the Thread itself.

The term 'Contact Hampered Collection' (the "Contact Hampered Collection") refers to a Collection that initially failed due to a stale contacts situation.

The term 'Stale Contact Remediation' (the "Stale Contact Remediation"; the "Remediation") refers to Vendor's process during which it attempts to find and establish new contacts within Licensee organization in order to remedy a stale contacts situation.

The term 'Self-audit' (the "Self-audit") refers to a self-audit as defined in the 'Audit' article of Agreement.

The term 'Legal Letter' (the "Legal Letter") refers to any legal letter, including but not limited to a demand letter, sent by Vendor to Licensee regarding some form of licensing Noncompliance.

The term 'Attorney' (the "Attorney") refers to an attorney that is hired or retained by Vendor.

The term 'Local Attorney' (the "Local Attorney") refers to an Attorney licensed in Licensee's jurisdiction.

The term 'Online Shop' (the "Online Shop") refers to Vendor's online shop on its website.

The term 'Sales Department' (the "Sales Department") refers to Vendor's sales department.

The terms 'LI-O' (the "LI-O") and 'LI-R' (the "LI-R") are used as the labels for the SKUs only Licensees can purchase, and only directly from Vendor -- in other words, the SKUs not available for resale.

The terms 'CO' ("CO") and 'CR' ("CR") are the old names for LI-O and LI-R respectively -- and are often mentioned in brackets next to LI-O and LI-R mentions only because of their still widespread use.

The terms 'GR-O' (the "GR-O") and 'GR-R' (the "GR-R") are used as the labels for the SKUs only Generic Resellers can purchase -- in other words, the SKUs with GRDiscounts baked in.

The terms 'RO' ("RO") and 'RR' ("RR") are the old names for GR-O and GR-R respectively -- and are often mentioned in brackets next to GR-O and GR-R mentions only because of their still widespread use.

The term 'Quote' (the "Quote") refers to the quote issued by Sales Department.

The term 'LI-Quote' (the "LI-Quote") refers to Quote issued to Licensee -- containing LI-O (CO) and LI-R (CR) SKUs.

The term 'GR-Quote' (the "GR-Quote") refers to Quote issued to Generic Reseller -- containing GR-O (RO) and GR-R (RR) SKUs.

About This Document:

80) Payment Terms document is an annex of Agreement. Its purpose is not to anyhow change Agreement -- but to dig deeper into the payment terms, and the reasons and logic behind them.

81) All definitions are invoked from the latest version of Agreement.

82) To make the reading easier some terms have a 'local definition' within Payment Terms, too.

83) If a 'local definition' and the one in the latest version of Agreement disagree -- Agreement prevails.

84) As Vendor does not update Agreement and Payment Terms in sync, if a particular definition has not yet been added in the latest version of Agreement, it will be added in the upcoming ones. Until then, try to understand Vendor's intentions -- and use common sense.

85) To make a License Subscription purchase and subsequent compliance easier, the strings and terms touching Payment Processor's systems, defined or not, are all written in a fixed font and enclosed in '[square brackets]' -- and are all either borrowed 'as is' or derived from Payment Processor's then-current terminology.

However, the drawback of that approach are over time inevitable occasional discrepancies -- as Payment Processor can change any or all of those strings and terms, any time it wants, and in whatever way it wants, without ever informing Vendor about any such changes -- Vendor simply does not have a say over them. Vendor will fix those discrepancies when and if they get spotted.

86) Payment terms-wise, by the purchase of a License Subscription, and by paying for its renewals, and by using Software, and by submitting Initial Registration or Library Upgrade Forms, each time again and again Licensee accepts to be bound by the latest versions of Agreement and all of its annexes.

87) Software use-wise, Licensee is bound by the version of Agreement contained within a particular release of Software it is using.

88) Due to the lack of timing sync in between Agreement and the anyway less tightly and in places outright loosely written Payment Terms, in case of a dispute, if the latest versions of Agreement and Payment Terms appear to disagree -- Agreement prevails.

If Vendor really intended them not to fully agree, and due to to a lack of the timing sync it does happen sometimes, those discrepancies will be reflected and addressed soon in the upcoming versions of Agreement. Until then, try to grasp Vendor's intentions -- and use common sense.

89) Vendor retains all the rights to change Agreement, and any of its annexes, including Payment Terms, at any time, and at Vendor's sole discretion.

90) Licensee has responsibility to monitor for those changes and ensure its compliance with the latest versions of Agreement and all of its annexes.