Vendor Terms of Service

1. Contracting Entities & Reseller Authorization

By confirming a commercial schedule in the Arilator Partner Manager portal, the software provider ("Vendor") authorizes Arilator Inc. (a Delaware corporation, USA) and its Indian affiliate Arilator India Pvt Ltd (GSTIN: 36ABGCA4968F1ZG, State Code 36 — Telangana) to market, distribute, and resell the Vendor's listed software subscriptions and usage-metered products to customers in India.

Arilator India Pvt Ltd acts as the statutory Merchant of Record (MoR) and local registered seller in India — contracting with Indian buyers in INR, verifying buyer GSTINs, collecting domestic INR payments via UPI and NEFT/RTGS, and issuing compliant 18% GST tax invoices under its Indian GST registration (36ABGCA4968F1ZG). Because Arilator India Pvt Ltd is the domestic seller of record, Indian OIDAR / GSTR-5A registration and domestic GST filing obligations remain with Arilator, not the Vendor. All right, title, and intellectual property in the underlying software remain exclusively with the Vendor.

2. Commercial Schedule, Deal Bands & Protected Vendor Payout

• Agreed Pricing Schedule: The Vendor's confirmed commercial schedule specifies the USD baseline prices, billing frequencies, seat constraints, multi-parameter utility or pay-as-you-go rates, product-level India consumer discounts, and Indian purchasing-power deal-band discounts (Small: $0–$5,000, Mid: Over $5,000–$20,000, Large: Over $20,000–$50,000, Enterprise: Over $50,000). Deal bands are determined by the pre-discount USD list-price order value.
• 100% Protected Vendor Base Payout: The Vendor retains 100% of its agreed discounted base price for every collected and provisioned order. Arilator's reseller commission (ranging from 8% down to 3.5% by deal band) and applicable 18% Indian GST are charged to the Indian customer on top of the Vendor's discounted base price and are never deducted from the Vendor's wholesale payout.
• Price Isolation: Localized India INR quotes are offered strictly under Arilator India Pvt Ltd's domestic contracts to verified Indian accounts and do not amend or appear on the Vendor's public global pricing pages.

3. Customer Activation, Provisioning & API Gateway Modes

The Vendor agrees to maintain its selected fulfillment integration and activate paid customer orders within the configured SLA:

• Promo Codes & License Keys: The Vendor supplies and replenishes valid, single-use activation codes in the Partner Manager pool so paid orders can be fulfilled immediately upon INR payment verification.
• Direct API Provisioning: Arilator invokes the Vendor's configured provisioning endpoint upon payment confirmation to create or upgrade the customer's subscription entitlement.
• Proxy Gateway for Usage-Metered & AI/API Products: Where configured for proxy gateway fulfillment, Arilator issues the customer a tenant-scoped Gateway API key, meters real-time request or token consumption against the customer's prepaid INR credit ledger, and proxies authenticated requests to the Vendor's upstream API endpoint using the Vendor's encrypted master credential.
• Reseller Partner Portal or Webhook/Email Relay: Fulfillment is completed through the Vendor's partner console or signed webhook/email notification within the agreed activation SLA.

Customer accounts and usage of the software remain subject to the Vendor's End-User License Agreement (EULA) or Terms of Service. If an automated provisioning call fails transiently, Arilator's BackOffice operations team may coordinate manual completion with the Vendor within the SLA window.

4. Vendor Invoicing, FX Lock & Monthly USD Settlement

• Order-Date USD Payout Lock: Each order's wholesale USD payout amount is locked at order creation using the confirmed commercial schedule and the order-date USD/INR exchange rate. Subsequent exchange-rate fluctuations between order collection and monthly settlement are absorbed by Arilator.
• Consolidated Invoicing & Net-15 Monthly Batching: The Vendor may select collected, successfully provisioned orders across billing periods in the Partner Manager portal to generate or upload a consolidated wholesale invoice to Arilator Inc. Eligible orders are batched by the calendar month (India Standard Time) in which payment was collected and provisioning completed, held for a 15-calendar-day reconciliation window after month-end, and processed for USD settlement on the 15th of the following month via regulated US banking rails (expected arrival within 1–3 business days depending on receiving bank rails).
• Cut-Off & Payout Instructions: Consolidated invoices submitted after a monthly processing date are automatically queued for the next monthly settlement cycle. The Vendor is responsible for maintaining accurate USD banking instructions in the Partner Manager portal; saving or updating payout preferences records configuration only and does not itself initiate a bank transfer.

5. Refunds, Unfulfilled Orders & Tax Compliance

If an order paid in INR cannot be provisioned within the agreed SLA and is refunded to the customer prior to fulfillment, no wholesale payout accrues for that unfulfilled order. If a post-settlement refund is approved due to an upstream Vendor service outage or material breach of warranty, Arilator Inc. may offset the corresponding wholesale USD amount against subsequent monthly settlement batches. Arilator India Pvt Ltd issues all statutory Indian GST Credit Notes and manages all domestic tax audit records under GSTIN 36ABGCA4968F1ZG.

6. Amendments, Explicit Confirmation & Audit Trail

Any modification to product plans, USD list prices, multi-parameter utility rates, India market discount bands, provisioning integrations, or payout instructions requires review and explicit confirmation in the Partner Manager agreement wizard. Previously confirmed commercial terms remain active until the new revision is explicitly accepted. Upon acceptance, Arilator records an immutable cryptographic hash of the agreement version, commercial schedule, confirming Partner Manager identity, and timestamp in its audit trail. Existing customer orders retain the commercial terms locked at their order creation timestamp.

7. Confidentiality, Credential Security & Data Minimization

Non-public India discount bands, wholesale payout schedules, upstream provisioning API keys, and banking instructions constitute confidential commercial information. Arilator stores Vendor provisioning secrets and payout instructions with encryption at rest and excludes raw credentials from permanent contract history and public catalog endpoints. Arilator shares only the minimum customer metadata required to provision entitlements (such as customer organization name, work email, and seat/package parameters) and never exposes domestic Indian UPI payment identifiers to Vendors.

8. Term, Surviving Obligations & Limitation of Liability

Either party may delist products or terminate the reseller relationship for future orders upon written notice or through the Partner Manager portal. Customer entitlement fulfillment for active paid terms, wholesale USD settlement obligations for collected and provisioned orders, and statutory tax retention obligations survive termination. Arilator's platform is provided "as is." To the maximum extent permitted by law, Arilator's aggregate liability to the Vendor for any claim arising out of this agreement — outside of undisputed wholesale payout amounts actually collected from customers for provisioned orders — is limited to the reseller commission fees retained by Arilator for the specific order(s) giving rise to the claim.

9. Governing Law & Contact

Upstream Vendor commercial schedules and USD settlements with Arilator Inc. are governed by the laws of the State of Delaware, USA. Domestic Indian resale, INR payment collection, and GST compliance conducted by Arilator India Pvt Ltd (GSTIN: 36ABGCA4968F1ZG) are governed by the laws of India. The contract displayed in the Partner Manager confirmation wizard incorporates the Vendor's active commercial schedule and revision hash. For partner inquiries, email partnerships@arilator.com.