OverRider Reseller Terms & Conditions

SEO Brain Lab ("we", "us", "OverRider") operates the OverRider Reseller Program (the "Program"). These Reseller Terms & Conditions (the "Terms") form a binding agreement between us and the individual or company approved to take part in the Program (the "Reseller", "you"). By ticking "I agree" on the application form or in your reseller account, you confirm that you have read, understood and accept these Terms. If you apply on behalf of a company, you confirm that you are authorised to bind that company.

1Definitions

• Software — the OverRider application and any other product we make available in the Program, including updates we release.
• License Key — a unique key that activates one lifetime license of the Software.
• End Customer — the person or business to whom you supply a License Key for their own use.
• Reseller Account — your account at overrider.io/reseller, where you place orders, view your status and manage your License Keys.
• Price Slabs — the quantity-based discounts published in your Reseller Account.
• End User Terms — our Terms of Service and any license terms that govern use of the Software by its users.

2Appointment

2.1Once your application is approved, we appoint you as a non-exclusive, independent reseller of the Software. You may market and resell License Keys to End Customers in accordance with these Terms.

2.2The Program is open to individuals and to companies. We may approve or decline any application at our sole discretion, and we are not required to give a reason.

2.3Nothing in these Terms creates a partnership, joint venture, franchise, agency or employment relationship. You act in your own name and at your own cost, and you may not bind us to any obligation or make any commitment on our behalf.

2.4Your appointment is non-exclusive. We may appoint other resellers in any territory and continue to sell the Software directly.

2.5Our general Terms of Service prohibit reselling the Software. That restriction does not apply to License Keys you purchase through your Reseller Account while you are an approved Reseller in good standing.

3Your Reseller Account

3.1The information you give us in your application and account must be accurate and complete, and you must keep it up to date.

3.2You are responsible for keeping your login details confidential and for all activity in your Reseller Account. Tell us immediately at support@overrider.io if you suspect unauthorised access.

3.3Your Reseller Account is personal to you. You may not share it with, sell it to or transfer it to anyone else.

4Licenses Supplied Through the Program

4.1Resellers purchase lifetime (perpetual) licenses only. Each License Key activates one lifetime license of the Software for one End Customer.

4.2License Keys are subject to the same technical limits as licenses sold directly by us, including limits on the number of devices on which a key may be active at the same time.

4.3Use of the Software by End Customers is governed by our End User Terms. You must not grant End Customers any right that is broader than, or inconsistent with, the End User Terms.

4.4All rights, title and intellectual property in the Software remain with us. You receive no rights in the Software other than the right to resell License Keys as set out in these Terms.

5Pricing

5.1The price you pay for each License Key is determined by the Price Slabs shown in your Reseller Account at the time you place your order. Prices are shown in US Dollars (USD) and Indian Rupees (INR). INR prices are calculated at the exchange rate we set, which may change from time to time.

5.2Depending on the Program settings shown in your Reseller Account, your slab is based either on the number of licenses in a single order or on the number of licenses you have purchased over the preceding twelve (12) months.

5.3We may change Price Slabs, retail prices or exchange rates at any time. Changes apply only to orders placed after the change and never to orders you have already paid for.

5.4We may offer individual Resellers special pricing by written agreement. Special pricing is confidential and personal to that Reseller.

5.5Your resale price is your decision. You are free to set the price at which you sell License Keys to your End Customers.

5.6Prices exclude taxes. You are responsible for any taxes, duties or levies that apply to your purchases from us and to your sales to End Customers, including GST, VAT or sales tax where applicable. If you provide a valid GST, VAT or tax registration number, we will show it on your invoices.

6Orders, Payment and Delivery

6.1You place orders through your Reseller Account. An order is accepted only when payment has been received in full.

6.2Payment is made in advance, in USD through PayPal or in INR through Razorpay, or by any other method we make available. We do not offer credit terms unless agreed in writing.

6.3Once your payment is confirmed, the License Keys you ordered are generated automatically and added to your Reseller Account. We will notify you by email.

6.4We may, at our discretion, add License Keys to your Reseller Account free of charge (for example, as a replacement or a promotion). These keys are subject to these Terms in the same way as purchased keys.

6.5Invoices for your orders are made available in your Reseller Account or sent to your registered email address.

7Assigning License Keys to End Customers

7.1Each License Key may be supplied to one End Customer only. You must record each End Customer's name and email address against the License Key in your Reseller Account when you supply the key.

7.2You must ensure the End Customer details you record are accurate. You may correct them until the End Customer activates the License Key. After activation, contact us if a correction is needed.

7.3By recording End Customer details, you confirm that you have the End Customer's permission to share them with us. We use these details only to deliver, validate, support and protect the license, and in line with our Privacy Policy.

7.4You may ask us to email the License Key to the End Customer on your behalf. That email identifies you as the supplier of the license.

7.5You must not publish, share, sell in bulk to other resellers, or otherwise distribute License Keys except by supplying them individually to genuine End Customers. We may revoke any License Key that has been published, shared or used in breach of these Terms.

8Marketing and Use of Our Brand

8.1While you are an approved Reseller, you may use the OverRider name, logo and product materials we provide, solely to promote and resell the Software. You must follow any brand guidelines we give you.

8.2You must not:

• register or use any domain name, social media account, app store listing or business name that contains "OverRider" or anything confusingly similar;
• bid on "OverRider" or our other brand terms in paid search advertising without our written permission;
• present yourself as OverRider, as our official store, or as our employee or agent;
• make any statement about the Software's features, performance or results that is false, misleading or not supported by our published materials;
• send unsolicited bulk messages (spam) or use any marketing method that breaks applicable law or the rules of the platform you use.

8.3All goodwill arising from use of our brand belongs to us. Your right to use our brand ends automatically when your participation in the Program ends.

9Support

9.1You provide first-line support to your End Customers, including help with purchase, delivery of the License Key, installation and basic questions.

9.2We provide technical support for issues relating to the Software itself, such as activation failures and defects. You or your End Customer may contact us at support@overrider.io, quoting the License Key.

9.3We provide updates to the Software to lifetime license holders in the same way as for licenses we sell directly.

10No Refunds; Replacement Keys

10.1All purchases of License Keys under the Program are final and non-refundable. We do not refund, credit or exchange License Keys you have bought, whether or not they have been assigned to an End Customer or activated. Instead, we replace License Keys as set out in clauses 10.2 and 10.4.

10.2If a License Key is faulty and cannot be activated or used on a supported system, email support@overrider.io with the License Key and, if it has been assigned, the End Customer's name and email address. Once we have confirmed the fault, we will revoke the faulty License Key and issue a replacement lifetime License Key free of charge. If the faulty key was assigned to an End Customer, the replacement is assigned to the same End Customer. A replacement key is your only remedy for a faulty License Key.

10.3Refunds to End Customers are your responsibility. You handle them on your own terms and at your own cost, and we do not refund you any money for a License Key you refund to an End Customer. If an End Customer asks us for a refund, we will refer them to you.

10.4If you refund an End Customer, you must tell us within seven (7) days by emailing support@overrider.io with the License Key and the End Customer's email address. We will then revoke that License Key so that it can no longer be activated or used, and add a new, unassigned lifetime License Key to your Reseller Account in its place, free of charge, for you to supply to another End Customer.

10.5If you do not tell us about a refund and we find the License Key still in use after the End Customer was refunded, we may revoke it without issuing a replacement.

11Your Obligations

You must:

• conduct your business honestly, professionally and in compliance with all applicable laws, including consumer protection, data protection, tax, export control and sanctions laws;
• not modify, repackage, reverse engineer or bundle the Software in a way that changes it, and not remove any copyright or license notice;
• not supply License Keys to anyone you know or suspect intends to use the Software unlawfully or in breach of the End User Terms;
• keep your End Customers’ details in your Reseller Account up to date on a day-to-day basis, recording each End Customer’s name and email address against their License Key on the same day you supply it;
• tell us promptly about any complaint, dispute or suspected misuse involving the Software.

12Confidentiality

Your Price Slabs, any special pricing, and any non-public information we share with you through the Program are confidential. You must not disclose them to anyone except your own staff and advisers who need to know them, and you must ensure they keep them confidential. This obligation continues after your participation ends.

13Suspension and Termination

13.1You may leave the Program at any time by emailing support@overrider.io.

13.2We may suspend your Reseller Account, or end your participation in the Program, at any time on notice to you. We may do so with immediate effect if you breach these Terms, if we reasonably suspect fraud or misuse, or if we discontinue the Program.

13.3While your account is suspended you cannot place orders, but you can still view your account.

13.4When your participation ends:

• License Keys already activated by End Customers remain valid, and those End Customers continue to be covered by the End User Terms;
• if your participation ends for a reason other than your breach, your remaining unassigned License Keys stay valid and you may continue to assign them to End Customers, with no time limit;
• if your participation ends because of your breach, we may revoke any License Keys that have not yet been activated, without refund;
• you must stop using our brand and stop presenting yourself as an OverRider reseller.

14Warranties and Liability

14.1The Software is provided with the warranties, if any, set out in our End User Terms. We make no other warranty to you, express or implied, to the fullest extent permitted by law.

14.2We are not liable for any indirect or consequential loss, or for any loss of profit, revenue, business or goodwill, arising from the Program or these Terms.

14.3Nothing in these Terms limits any liability that cannot be limited under applicable law.

15Indemnity

You will indemnify us against any claims, losses, costs and expenses (including reasonable legal fees) that arise from your breach of these Terms, from any statement or promise you make to End Customers beyond our published materials, or from your dealings with End Customers.

16Changes to These Terms

We may update these Terms from time to time. Each version is numbered and dated, and previous versions remain available for reference.

17General

17.1Notices. We will send notices to the email address registered in your Reseller Account. You may send notices to us at support@overrider.io.

17.2Assignment. You may not transfer your rights or obligations under these Terms without our written consent. We may transfer ours to a successor of our business.

17.3Entire agreement. These Terms, together with the End User Terms and our Privacy Policy, are the entire agreement between you and us about the Program.

17.4Severability. If any part of these Terms is found unenforceable, the rest remains in effect.

17.5No waiver. If we do not enforce a right straight away, we have not given it up.

17.6Governing law and jurisdiction. These Terms are governed by the laws of India. The courts of India have exclusive jurisdiction over any dispute arising under or in connection with these Terms.

18Contact

SEO Brain Lab — OverRider Reseller Program
Email: support@overrider.io