BotDetect CAPTCHA: Payment Terms For Licensees

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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.

Forms for Compliance and Tender Purposes:

4) Filing various compliance forms is not included in the price 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 they 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.

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

License; License Subscription

6) License is a non-negotiable standard contract, a set of rights and obligations derived from the Agreement and its annexes, which gives Licensee the right to use the 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.

7) 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.

Billing Period and price-wise, each particular kind of License Subscription is defined through the following three immutable parts:

  • the one-off price for the first Billing Period,
  • the same fixed price for the second and all subsequent Billing Periods,
  • the fixed Billing Period Duration.

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.

Demystification of License Subscription properties mentioned in those four paragraphs above:

  • Active: 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: it cannot be resurrected once not Active anymore; a new one will have to be created instead -- potentially with a new, then-current, price and payment terms.
  • Immutable: this one is good for Licensees, coz its price and payment terms are 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: its payment cannot be passed around between Licensee and its Generic Resellers. While Vendor links a particular License with its Licensee only, indeed -- 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.

And then, for a subset of purchasing departments, the most difficult concepts to grasp:

  • '...life cycle of a transaction; which can span many years, or even a decade or more.'
  • '...the same fixed price for the second and all subsequent Billing Periods,'
  • '...it can stay Active forever if Licensee ... keeps paying it on time.'

Which mean that:

  • 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 the Software; and it must be recorded as such.
  • Thus, plainly, a renewal of an Active License Subscription is not a standalone transaction.
  • When the time comes for such a renewal -- the transaction is already made, the contract is already in place, and the Software is already in use. There will be absolutely nothing to be contemplated, negotiated, or decided about by Licensee's purchasing department. Nilch!
  • Hence, there will be no three quotes for that upcoming renewal, nor even a single one. The transaction is already made; the 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). No Vendor's quotes are needed, nor will be issued.
  • Vendor cannot confirm the price for whatever upcoming period coz Vendor cannot know if during that period Licensee's purchasing department, or its Generic Reseller (if used), will let its License Subscription expire by not paying it on time, or making it otherwise canceled.
  • It is only Licensee's purchasing department itself, or its Generic Reseller (if used), who can be making such guarantees -- even forever if needed -- by paying License Subscription on time, and keeping it Active.

8) It is Licensee's responsibility to ensure its purchasing department can grasp 'the same fixed price for the second and all subsequent Billing Periods', 'single transaction', and 'paying it on time to keep it Active' concepts -- so they can get out of the way -- and ensure frictionless execution.

Standard Payment Terms License Subscriptions:

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

10) All SPT License Subscriptions are to be paid by a credit card.

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

12) All SPT License Subscriptions have the credit card Payment Auto-renewal enabled.

13) 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:

14) A License Subscription whose payment terms diverge from SPT is considered a CPT License Subscription.

15) All CPT License Subscriptions are subject to the inclusion of CPT Fee in the subscription price -- once per alternative Billing Period.

16) At present, CPT Fee is $99.

17) All CPT License Subscriptions are available from both Vendor and Generic Resellers.

Alternative Billing Periods:

18) The only allowed alternative Billing Period Durations of a CPT License Subscription with the credit card Payment Auto-renewal enabled are 24 and 36 months.

19) The only allowed alternative Billing Period Duration of a CPT License Subscription with the credit card Payment Auto-renewal disabled is 36 months.

20) The only allowed alternative Billing Period Duration of a CPT License Subscription that is not paid by a credit card is 36 months.

Alternative Currencies:

21) 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.

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

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

Alternative Payment Methods:

24) 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.

25) 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.

26) 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:

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

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

29) Licensee assumes full responsibility for License Subscription cancellations that resulted from an action or inaction of a particular Generic Reseller Licensee chose to use.

Purchasing Directly from Vendor:

30) SPT License Subscriptions are available through both the online shop and the quotes issued by Vendor's sales department.

31) CPT License Subscriptions are available through the quotes issued by Vendor's sales department only.

32) Regardless if the shopping cart is accessed from the online shop or from a quote issued by Vendor's sales department -- it behaves as described in the following two sections:

Shopping Cart Behavior -- Both SPT and CPT License Subscription Quotes:

Due to the way Payment Processor's APIs and shopping cart operate the following applies:

33) Billing Information:

  • The shopping cart linked from the quote will have its [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.

34) VAT & Sales Tax values:

  • The quote itself will contain neither VAT nor sales tax values.
  • The shopping cart linked from the 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 the [Billing Information] section's fields get filled with the valid info.

Shopping Cart Behavior -- CPT License Subscription Quotes Only:

Due to the way Payment Processor's APIs and shopping cart operate the following applies:

35) A CPT License Subscription quote in an alternative currency:

  • The quote itself will be denominated in U.S. dollars.
  • The shopping cart linked from the 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.

36) A CPT License Subscription quote with the credit card Payment Auto-renewal disabled:

  • The shopping cart linked from the 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.

37) A CPT License Subscription quote with an alternative payment method:

  • The shopping cart linked from the quote will be preset with the credit card payment method default.
  • The chosen alternative payment method might be unavailable until the [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:

38) 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.

39) 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.

40) 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:

41) 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

42) 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 CPT License Subscriptions.
    • a part of the old annual License Subscriptions sold before 2019/08/25

43) 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 CPT License Subscriptions
    • a part of the old annual License Subscriptions sold before 2019/08/25

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

Avoid Common Pitfalls:

Beware of Generic Resellers

45) 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 credit card 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 the 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.

Be Realistic of Licensee's Own Purchasing Department

46) A subset of purchasing departments knows much better than to read the Payment Terms -- they won't waste any of their time on that. Such a purchasing department usually 'outsources' its 'software orders' to some huge Generic Reseller -- whose rookie employee in charge never read the 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/ Credit Card

47) Licensee should choose a License Subscription w/ Payment Auto-renewal enabled, and then choose the credit card 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 credit card 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

48) 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 Credit Card Details Filed with Payment Processor up to Date:

49) Unfortunately, employees do come and go, and credit cards do expire from time to time, too. Having a process in place which ensures that the [Payment] section gets updated whenever a credit card that should be used for Payment Auto-renewal changes might be helpful.

Licensee assumes full responsibility for License Subscription cancellations stemming from its action or inaction that caused the [Payment] section to lack up to date info.

Keep Billing Contact Email Filed with Payment Processor up to Date:

50) Payment Processor sends all the invoices, as well as the upcoming, successful and failed payment notifications, etc. to the email address entered into the [Billing Information] section during License Subscription purchase. When that email address is not up to date, no email will reach the most appropriate person within Licensee organization -- if anyone at all.

The use of an always attended group mailbox of the accounting@licensee-organization.com|gov kind might help. If such an email address does not exist, then having a process in place which ensures that the [Billing Information] section gets updated whenever a person in charge of License Subscription changes might be helpful.

Licensee assumes full responsibility for License Subscription cancellations stemming from its action or inaction that caused the [Billing Information] section to lack up to date info.

Ask Vendor for Help:

51) For as long as Payment Processor allows it, whenever asked, Vendor will provide Licensee with the direct link needed to update the [Payment] and [Billing Information] parts of Payment Processor's records of that particular License Subscription -- thus letting Licensee to shortcut its own and Payment Processor's procedures altogether.

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

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

Dealing with Expired or Otherwise Canceled License Subscriptions:

Will BotDetect Work?

52) 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, BDr4 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:

53) 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.

Price and Payment Terms Loss:

54) A Licensee with an expired or otherwise canceled License Subscription will lose its original payment terms, and its License Subscription will be renewed under the current ones -- if Vendor has changed its payment terms since the original purchase.

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

Omitted Payments:

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

Real Costs of Manual Renewals; Manual Renewal Fee:

57) 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 License Subscription 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 the price of License Subscriptions.

58) 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:

59) 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.

60) 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:

  • failed to update its [Payment] and [Billing Information] sections with Payment Processor,
  • failed to 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 the Software, but the employees or contractors who integrated it and procured License Subscription 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 produce 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:

61) 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 the 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 the 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 employee of Licensee might get in touch in order to obtain the lib 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 using the Software and their technical 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 the price of License Subscriptions.

62) 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':

63) 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':

64) 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':

65) 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:

66) 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, the techies involved in the implementation 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 its 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 that ex-employee, who implemented the Software, to ask -- where is it used?
  • ask the current leads of Licensee's technical teams -- if the Software is also used in some other projects nowadays?
  • 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 the Software. That will make the use related facts, involved projects, and their technical 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 the price of License Subscriptions.

67) 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 explicitely excludes the costs of Local Attorneys and delivery fees -- which will be charged separately, at real costs -- when and if such costs are going to be incurred.

At present, Legal Letter Fee is flat $999.

Local Definitions:

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

The term 'Payment Terms' (the "Payment Terms") refers to this document.

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

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

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

The term 'Seller of Record' (the "Seller of Record") refers to Vendor's global value added and sales tax compliance provider.

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

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 reseller of the software licenses and the software license subscriptions.

The term 'Generic Reseller' (the "Generic Reseller") refers to any Reseller that is not in any kind of contractual relationship with Vendor

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 the Licensee's best interests in mind; regardless of if that Favorite Reseller have ever worked with Vendor before.

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 earlier 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 the 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.

About This Document:

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

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

71) It is Licensee's responsibility to monitor for those changes and ensure its compliance with the latest versions of the Agreement and all of its annexes.

72) The payment terms-wise, by either using the Software, or by filing Registration Form, or by buying a License Subscription, or by paying for its renewal, each time again and again Licensee accepts, at the time of the action, the latest versions of the Agreement and all of its annexes -- including the Payment Terms.

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

74) Due to the lack of timing sync in between the Agreement and the anyway less tightly and in places outright loosely written Payment Terms, in case of a dispute, if the latest versions of the Agreement and the Payment Terms appear to disagree -- the 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 the Agreement. Until then, try to grasp Vendor's intentions -- and use common sense.

75) The defined terms are capitalized.

76) All definitions are invoked from the Agreement.

77) To make the reading easier some terms have a 'local definition' within the Payment Terms as well.

78) If a 'local definition' and the one in the Agreement disagree -- the Agreement prevails.

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


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