BotDetect CAPTCHA Reselling Terms

Click here to Request the GR-Quote for Generic Resellers!

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 Generic Reseller will buy a by Licensee ordered 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.

SKU Labels in Online Shop and Quotes; Resellability:

SKU Labels and Resellability:

4) LI-O (CO) and LI-R (CR) labeled SKUs are not available for resale.

5) GR-O (RO) and GR-R (RR) labeled SKUs are available for resale.

Online Shop:

6) Online Shop contains LI-O (CO) labeled SKUs only.

Quotes:

7) LI-Quotes are issued to Licensees and contain LI-O (CO) or LI-R (CR) labeled SKUs.

8) GR-Quotes are issued to Generic Resellers and contain GR-O (RO) or GR-R (RR) labeled SKUs.

GR-Quotes:

GR-Quotes issuance and use are governed by the following rules:

Re-use:

9) No GR-Quote can be reused.

New License Subscriptions:

10) A separate new GR-Quote must be obtained for each individual resale of a new License Subscription.

Renewal of an Expired or Otherwise Canceled License Subscriptions:

11) A separate new GR-Quote must be obtained for each individual resale of a renewal of an expired or otherwise canceled License Subscription.

Renewal of an Active License Subscriptions:

12) Except as otherwise expressly provided, no GR-Quote will be issued for a renewal of a still Active License Subscription.

A particular Generic Reseller who resold that particular still Active License Subscription:

should ask Vendor for the instructions how to update that particular License Subscription's [Payment] and [Billing Information] Sections -- and do the update more than 12 days before the renewal date.
will receive, 12 days before the renewal date, to the email address contained in that particular License Subscription's [Billing Information] Section, Payment Processor's upcoming renewal notification -- which will contain all the info needed to invoice Licensee.

Other Generic Resellers will get nothing -- no other Generic Reseller can bid for a renewal of a still Active License Subscription.

13) The exception from the foregoing rule are the situations when Licensee already requested the cancellation of that particular still Active License Subscription from Vendor; either to switch to a different License, or to switch to different payment terms, or to change Generic Reseller used.

Vendor reserves all the rights to decide, in accordance with that particular case's circumstances, if such a case will be treated as a new sale, or as an upgrade or downgrade, or as an expired or otherwise canceled License Subscription.

Payment Method:

14) When selling through Generic Resellers, Vendor accepts CC payments only.

15) Generic Resellers that are unable to pay by a CC are ineligible for the resale of License Subscriptions.

Payment Auto-renewals:

16) Generic Resellers that are able to handle the zero-cost no-human-involved CC Payment Auto-renewals are eligible for the resale of all APT (CPT) License Subscriptions.

17) Generic Resellers that are unable to handle the zero-cost no-human-involved CC Payment Auto-renewals are eligible for the resale of APT (CPT) License Subscriptions with the CC Payment Auto-renewal disabled only.

Billing Period Duration:

18) Due to Generic Resellers' penchant for generating completely unnecessary friction on almost every single subscription renewal, which inflicts the costs of countless extra working hours on both Vendor and its Licensees, License Subscriptions with one month and one year long Billing Periods are no longer available for resale -- and they won't come back.

19) Due to the reasons mentioned above, the only License Subscriptions still available for resale are those with 24 and 36 month long Billing Periods. Thanks for understanding.

Standard Payment Terms License Subscriptions:

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

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

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

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

24) SPT License Subscriptions are no longer available for resale.

Alternative Payment Terms License Subscriptions:

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

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

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

28) APT (CPT) Fee is subject to GRDiscounts.

29) All APT (CPT) License Subscriptions are available for resale.

Alternative Billing Periods:

30) 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.

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

Alternative Currencies:

32) 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 the Payment Processor supports for a particular given combination of Generic Reseller's and Licensee organizations' countries, and the country from which the transaction will be executed; and those may vary over time.

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

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

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

36) If a License Subscription is denominated in Licensee's local currency then Generic Reseller must quote and invoice for it in that same local currency.

37) Generic Reseller has the right to refuse to participate in a resale of a License Subscription that is not denominated in U.S dollars.

Shopping Cart Behavior:

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

38) Billing Information -- Generic Reseller's info goes here:

The shopping cart linked from GR-Quote will have [Billing Information] Section preset with the [License to: first name, last name] option default.
Generic Reseller 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 Generic Reseller 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.
[Billing Information] Section must not contain Licensee organization's info.

39) Recipient Information -- Licensee's info goes here:

Generic Reseller must uncheck [The Recipient or Licensee is the same as the Purchaser] checkbox, which is located at the bottom of [Billing Information] Section -- in order to open [Recipient Information] Section, which is needed for the entering of Licensee's info.
The [Email], [First Name], and [Last Name] fields must contain the info of Licensee's employee who placed that particular order with Generic Reseller.
Despite lacking the [*] mark, the [Company] field must contain the name of Licensee organization.
[Recipient Information] Section must not contain Generic Reseller organization's info.

40) VAT & Sales Tax values:

GR-Quote itself will contain neither VAT nor sales tax values.
The shopping cart linked from GR-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 [Recipient Information] Section's fields get filled with Licensee organization's valid info.

41) An APT (CPT) License Subscription GR-Quote in an alternative currency:

GR-Quote itself will be denominated in U.S. dollars.
The shopping cart linked from GR-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.

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

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

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:

43) 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 resold while they were still available for resale

44) 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 resold before 2019/08/25

45) 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 resold before 2019/08/25

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

License:

License -- Intro:

47) 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:

48) 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 by a Purchasing Department or its Generic Reseller, 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 and Generic Reseller will help the most by not introducing any guesses-caused static into the procurement process, and focusing strictly on arranging their internal paperworks and payments.

License -- Termination:

49) 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 Generic Reseller never knew anything at all.

Both Purchasing Department and Generic Reseller 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:

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

Subscription -- Cancellation:

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

52) 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.

53) 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:

54) 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 Attributes:

PriceFBP -- Price for First Billing Period.
GRDiscountFM -- Discount for First Month granted to Generic Reseller.

c) Immutable Attributes:

fixed Billing Period Duration.
fixed PriceSBP (Renewal Price) -- Price for each of Subsequent Billing Periods.
fixed GRDiscountSM -- Discount for each of Subsequent Months granted to Generic Reseller.

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:

55) 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 Generic Reseller 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, Billing Period Duration, and GRDiscountSM -- in accordance with a new, then-current, prices, payment and reselling terms.

Immutable: means that its PriceSBP, Billing Period Duration, and GRDiscountSM are all locked for as long as it is Active. This applies even if Vendor changed the prices, payment terms, or reselling 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 Generic Reseller that paid for its first Billing Period. Therefore, afterwards, that same Generic Reseller must be the one paying for all of the subsequent recurring renewals.

Subscription -- Properties Implications:

56) For a typical Generic Reseller, and 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 Generic Reseller ... 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 Generic Reseller to which Licensee paid the previous one.

Thus, GR-Quotes are not needed, nor will be issued -- while Generic Reseller has nothing to quote, but only to invoice Licensee, or send some kind of upcoming payment notification instead.

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

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

57) It is Generic Reseller's duty to ensure its employees can grasp the 'fixed PriceSBP (Renewal Price) for each of the Subsequent Billing Periods', 'paying it on time to keep it Active', and 'single transaction' concepts -- so they can ensure frictionless execution.

What Is Not Included In Generic Reseller's Role:

To 'Sell' or 'Resell' Anything:

58) With a few exceptions here and there, before a typical Generic Reseller was even contacted, Devs had had the free version of Software already integrated in Licensee's product or website, and more likely than not, it had had been extensively tested for weeks or even months already.

Generic Reseller had had no role in that -- the 'sale' was 'closed' without its involvement.

A typical Generic Reseller got its role primary because of one or more of the following reasons:

Licensee's internal rules forbid or complicate either all, or just recurring CC payments,
Vendor avoids purchase orders -- while Generic Reseller deal with them daily,
Vendor refuses to fill myriad forms -- while Generic Reseller have them all filed already.

To Discuss Licensing:

59) Aside from some rare exceptions, a Generic Reseller's typical employee has no clue what is software library, nor what does Software do, nor in which tech ports it exists, nor did he read its License, nor has a clue about Licensee's products, domains ownership, and corp/gov structure.

Hence, unsurprisingly, Vendor does not discuss Software licensing with Generic Resellers -- but only with Devs directly.

To Negotiate or Decide Anything in the Name of Either Vendor or Licensee:

60) Once Licensee's first Billing Period payment is made, and for as long as that particular License Subscription is Active, there is not a single subject regarding that particular License Subscription which is to be communicated, contemplated, negotiated, or decided in between the employees of Generic Reseller and Licensee -- other than those few that follow:

Did Generic Reseller sent the 'invoice' for the upcoming Billing Period? Is it received?
Did Licensee paid the 'invoice?' Are the funds received?
If the 'invoice' was paid late, is there any Generic Reseller's fees or interests to be paid as well? Are they paid? Are the funds received?
Did both sides recorded everything correctly?

Thus, if Purchasing Department, or Devs, wish to discuss anything else -- Generic Reseller must instruct them to discuss it directly with Vendor.

Paying Renewals To Payment Processor:

61) Generic Reseller must pay on time for a renewal of an Active License Subscription -- without exception. If not, that particular License Subscription will get automatically canceled by Payment Processor.

More info about automatic cancellation rules can be found in the 'Overdue Payments and Automatic License Subscription Cancellations' section.

More info about automatic cancellation consequences can be found in the 'Consequences of Expired or Otherwise Canceled License Subscriptions' section.

Invoicing Licensees For Upcoming Renewals:

62) Generic Reseller is expressly forbidden from issuing to Licensee a quote for the upcoming renewal of its Active License Subscription.

Such quotes often mislead Purchasing Departments, which typically forgot what it was all about a long time ago, into misbelief that it is something they have an authority to contemplate, negotiate, or decide about -- thus creating an extremely fertile ground for wrongful cancellations of License Subscriptions -- which would in turn cost a ton of time and money everyone involved.

Hence, Generic Reseller must invoice Licensee instead.

An electronic copy of the invoice, or of an invoice-equivalent, must be delivered to Licensee either (a) within the deadline set forth in GRMF, or (b) at least eight days before the renewal date of that particular License Subscription if GRMF does not exist, or if GRMF does exist but it does not regulate the invoice delivery deadline.

Generic Reseller's Markup:

63) Vendor does not care about GRPrice if all of the following conditions are met: (a) GRMF does exist, (b) GRMF regulates GRMarkup either directly or indirectly by regulating GRPrice , and (c) GRMarkup complies with GRMF.

If any of the foregoing conditions is not met then the prices Generic Reseller charges Licensee for its License Subscription must be calculated by one of the following formulas:

GRPrice formula I:
GRPrice = ((Price * ((100 + MarkupRate) / 100)) + MarkupFee) * ((100 - DiscRate) / 100)
GRPrice formula II:
GRPrice = (Price * ((100 + MarkupRate) / 100)) * ((100 - DiscRate) / 100) + MarkupFee

Generic Reseller is free to chose among those two formulas the one that better suits its business case -- Vendor does not suggest, prescribe, or dictate which one in any way other than:

the same formula must be used for both GRPriceFBP and GRPriceSBP,
the formula used cannot be changed while that particular License Subscription is Active.

Generic Reseller is free to use any MarkupRate and DiscRate values that suit its business case -- Vendor does not suggest, prescribe, or dictate them in any way other than:

the same values must be used for both GRPriceFBP and GRPriceSBP,
the values cannot be changed while that particular License Subscription is Active.

Generic Reseller is free to use any MarkupFee value that suits its business case -- Vendor does not suggest, prescribe, or dictate it in any way other than:

the value must not exceed $10,
the same value must be used for both GRPriceFBP and GRPriceSBP,
the value cannot be changed while that particular License Subscription is Active.

Generic Reseller is free to use any GRPrice rounding formula that suits its business case -- Vendor does not suggest, prescribe, or dictate it in any way other than:

the rounding formula used must be commonly used in Licensee's country,
the same rounding formula must be used for both GRPriceFBP and GRPriceSBP,
the rounding formula used must not change GRPrices for more than a few percentages,
the rounding formula used cannot be changed while that particular License Subscription is Active.

Nothing in this article should be construed in a way that prevents Generic Reseller from using the then-current exchange rate each time it is invoicing a renewal of a U.S. dollars denominated License Subscription for which Generic Reseller invoices Licensee in Licensee's local currency.

The main purpose of this particular article is to provide the ground for Licensee to claw back the money it overpaid in situations in which Generic Reseller made an quoting or invoicing error.

Keeping Licensee in the Loop:

64) Vendor has nothing to hide from Licensee; Prices and GRDiscounts rates are accessible to the public -- while Licensee itself is a party in Reselling Terms.

On the other hand, discussing anything through an uninformed intermediary, quoting or invoicing errors, wrongful License Subscription cancellations, and solving licensing issues retroactively, are all kinds of activities which are proven to be extremely expensive for both Licensees and Vendor.

Therefore, in order to save a lot of time and money to everyone involved, Vendor will be including its Earlier Contacts in most of correspondence Threads between Generic Reseller and Vendor.

Generic Reseller must not remove from any Thread an Earlier Contact's email address added by Vendor -- unless that particular email address bounces.

Avoiding Non-payments and Automatic License Subscription Cancellations:

Keep CC Details Filed with Payment Processor up to Date:

65) 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.

Generic Reseller 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:

66) 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 person within Generic Reseller organization -- if it reaches anyone at all.

An email of the firstname.lastname@generic-reseller.com 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 Generic Reseller 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.

The use of an always attended group email of the resold-subscriptions@generic-reseller.com kind is much better option. If such an email address does not exist, then having an appropriate process in place which ensures that a particular License Subscription's [Billing Information] Section gets updated whenever a person in charge of it changes might be helpful.

Fix Internal Procedures:

67) Insisting on manual renewals, canceling a License Subscription on one's own accord, acting only after it expired, asking for or issuing 'renewal quotes' for Active License Subscriptions, and any other similar action or inaction are all pure waste of time of both Vendor and its Licensees, on top of Generic Reseller's own time; easily running into hundreds of dollars worth of working time of the parties involved per incident -- and often overshadowing the renewal amount involved.

On the other hand, refunding Generic Reseller for a renewal amount it paid to Vendor but could not collect from Licensee costs Vendor less than a minute of work, and 5% of the amount refunded. Guess what is cheaper?

Ask Vendor for Help:

68) For all License Subscriptions resold by Generic Reseller:

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 Generic Reseller 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, Generic Reseller will have to ensure that License Subscription's [Billing Information] Section is up to date first.

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

Consequences of Expired or Otherwise Canceled License Subscriptions:

There are clear and significant financial benefits, for both Licensee and Generic Reseller, 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:

69) 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:

70) 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:

71) 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.

72) 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.

Reselling Terms Loss:

73) An expired or otherwise canceled License Subscription will lose its GRDiscountSM, and will be renewed with the then-available one -- if Vendor has changed its reselling terms since the purchase.

Real Costs of Manual Renewals; Manual Renewal Fee:

74) 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 GR-Quote,
synchronize with Generic Reseller so the payment for the omitted months match,
synchronize with Generic Reseller 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.

75) 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.

76) Manual Renewal Fee is not subject to GRDiscounts.

Other Collection Related Fees and Costs:

77) Depending on circumstances of a particular case, a Licensee with an expired or otherwise canceled License Subscription may be charged additional related fees such as Stale Contact Remediation Fee and Legal Letter Fee, as well as various other legal and delivery costs incurred.

78) None of the fees and costs from the previous article is subject to GRDiscounts.

Generic Reseller Discounts:

79) GRDiscounts are always 5%.

80) All Generic Resellers have the same GRDiscounts.

Forms for Tender and Compliance Purposes:

81) 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.

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

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 Generic Reseller's order id, to:

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

Local Definitions:

83) 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 -- this one that you are reading right now.

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 -- whose latest version is here.

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:

For Vendor, Generic Reseller, and Licensee:

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

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

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

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

88) As Vendor does not update Agreement and Reselling 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.

89) 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.

For Vendor and Generic Reseller:

90) A direct Generic Reseller which does not touch Software ever is not a party in Agreement directly -- and the most of Agreement itself does not apply on it, indeed.

Yet, even direct Generic Reseller acknowledges and hereby agrees, that Agreement still matters -- coz: (a) Reselling Terms invoke all the definitions from Agreement's latest version, and (b) if the latest versions of Agreement and Reselling Terms appear to disagree, Agreement prevails -- so odd occurrences of weird corner-cases affecting direct Generic Reseller cannot be fully ruled out.

91) A VAR, which temporarily in absence of Vendor's VAR Program acts as a Generic Reseller, acknowledges and hereby agrees that: (a) it is bound by Agreement directly due to its work with Software and indirectly as a contractor of Licensee, and (b) that it can be also affected by Agreement in the same way a direct Generic Reseller can be.

92) By the purchase of a License Subscription for resale, and by paying for its renewals, each time again and again Generic Reseller accepts to be bound by the latest version of Reselling Terms regarding all License Subscriptions it resold.

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

94) Generic Reseller has responsibility to monitor for those changes and ensure that it is aware of the latest versions of Agreement and compliant with the latest version of Reselling Terms.

For Vendor and Licensee:

95) If Licensee did not buy any of its License Subscriptions from a Generic Reseller, then it is free to ignore Reselling Terms altogether because nothing in there applies in its case.

96) Licensee is warned and hereby acknowledges being warned that: (a) huge Generic Resellers churn through their staff big time, (b) their staff never reads Reselling Terms and thus does not even try to be compliant, and (c) their staff generates wrongful License Subscription cancellations, quoting and invoicing errors, and all sorts of other blunders, on an industrial scale.

97) 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.

98) Reselling terms-wise, by the purchase of a License Subscription from a Generic Reseller, 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.

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

100) Due to the lack of timing sync in between Agreement and the anyway less tightly and in places outright loosely written Reselling Terms, in case of a dispute, if the latest versions of Agreement and Reselling 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.

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

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