The Merchant of Record reseller agreement governing product onboarding, localized India pricing, customer entitlement provisioning, prepaid master account funding, and wholesale USD settlement through Arilator.
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 Private Limited (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 as an authorized commercial offering (Available through Arilator).
Arilator India Private Limited 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 Private Limited 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.
Distinction from Independent Gateway Integrations & Trademark Display: These Vendor Terms govern authorized commercial resale relationships where a confirmed commercial schedule is in effect. Independent technical compatibility with third-party APIs in Bring-Your-Own-Key (BYOK) mode does not create a reseller partnership or commercial schedule under these Vendor Terms. Arilator displays Vendor logos only where explicit trademark display permission has been granted, and otherwise uses plain-text nominative identification with clear non-affiliation disclosures.
0%), and the mutually agreed Arilator Reseller Discount across deal bands (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.Net Wholesale USD Payout = Pre-Discount USD List Price − Optional Customer Discount − Agreed Arilator Reseller Discount − Approved Refund Offsets. Where an optional Customer Discount applies, the Agreed Arilator Reseller Discount percentage is applied to the customer-discounted USD base. Both the Customer Discount and the Arilator Reseller Discount may be set to 0% by mutual agreement. Statutory 18% Indian GST (CGST/SGST or IGST) is collected from the Indian buyer by Arilator India Private Limited and remitted to Indian tax authorities as a pass-through statutory tax; GST is never deducted from the Vendor's wholesale USD payout.₹9,500.00 INR) where the Vendor elects 0% Customer Discount and 0% Arilator Reseller Discount, Arilator charges the Indian buyer a transparent buyer convenience fee (3.5%–8% by deal band; e.g., 5% = ₹475.00 INR → ₹9,975.00 INR taxable subtotal plus ₹1,795.50 pass-through 18% GST = ₹11,770.50 INR total buyer checkout), and the Vendor receives $100.00 USD net wholesale payout (or $95.00 USD if the Vendor elects to absorb a 5% reseller discount with 0% buyer fee).₹9,500.00 INR) with an optional 15% India Customer Discount (-$15.00 → $85.00 USD / ₹8,075.00 INR customer base, 0% buyer convenience fee, plus ₹1,453.50 pass-through 18% GST = ₹9,528.50 INR total buyer checkout) and an agreed 5% Arilator Reseller Discount on the discounted base (-$4.25 USD), the Vendor receives $80.75 USD net wholesale payout.Vendors may start with zero-code manual or promo-code fulfillment and upgrade to automated API provisioning as volume grows. The Vendor agrees to activate paid customer orders within the configured SLA for its chosen mode:
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.
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 wholesale USD settlements. Arilator India Private Limited issues all statutory Indian GST Credit Notes and manages all domestic tax audit records under GSTIN 36ABGCA4968F1ZG.
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.
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.
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.
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 Private Limited (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.