Reseller Agreement

1. Who this agreement is between

This Reseller Agreement ("Agreement") is between onlychams ("we", "us") and you, the approved reseller ("you"). onlychams is a sole proprietorship operated from the United States.

You accept this Agreement when you apply through the reseller portal and again when we approve you. Our Terms of Service, EULA and Acceptable Use Policy also apply to you. If they conflict with this Agreement about reselling, this Agreement wins.

2. Words used here

• Key: a license key that gives its holder a fixed amount of time for one product when redeemed.
• Balance: your prepaid US dollar balance in the reseller portal.
• Wholesale price: the price you pay us for a key, as shown in the portal.
• Your customer: anyone you sell a key to.
• Status board: our public page showing each product as "undetected", "updating" or "detected".

3. What you are appointed to do

• We let you buy keys from us and resell them to your own customers. This right is non-exclusive, has no territory, and can be suspended or ended as set out below.
• We also sell directly, and other resellers may sell the same products.
• We pay you nothing. There is no affiliate or commission program at this time. Your income is the difference between your price and the wholesale price.

4. Applying and approval

• You apply through the reseller portal with your username, email, contact handle and pitch.
• Staff decide whether to approve you. We may refuse any application.
• You must be at least 18 and able to enter a binding contract.
• You must give us accurate business and tax details and keep them up to date.

5. You are an independent seller

• You are the merchant of record for your own sales. You sell in your own name, take your own payments, set your own prices, and issue your own receipts.
• You are responsible for your own taxes, your obligations to your customers under consumer law, and customer support for your sales.
• You are not our employee, agent, partner or franchisee. You cannot make promises, accept payments, or sign anything on our behalf.
• You must follow every law that applies to your business, including consumer protection, advertising, privacy, tax, export control and sanctions laws.
• Do not sell keys to anyone under 18, or to anyone in a country or region under comprehensive US sanctions.

6. Your prepaid balance

• You fund your balance by sending Litecoin through the reseller portal.
• We credit a deposit after it is confirmed on the Litecoin blockchain, converted to US dollars at the LTC/USD market price at the time we credit it. The Litecoin price can move between sending and crediting.
• Your balance can be used only to buy keys from us. It is not a bank account or deposit account, earns no interest, and cannot be transferred to anyone else.
• If we credit your balance by mistake, we may correct it. We will tell you when we do.
• Section 14 explains what happens to your balance if this Agreement ends.

7. Buying keys

• The portal shows wholesale prices and the volume tiers that give larger discounts.
• We may change wholesale prices or tiers. Changes apply only to keys bought after the change, and we will post them in the portal at least 7 days before they take effect, unless the change lowers your price.
• Staff may set a daily limit on how many keys you can buy and choose which products you may sell. We may change these at any time.
• Keys carry your brand prefix.
• A key's time starts when it is redeemed, not when you buy it.
• Keep unredeemed keys secret. You are responsible for keys that leak from your control, and we may revoke leaked keys.
• Unredeemed keys do not expire while you are in good standing. Section 14 explains what happens to them if this Agreement ends.

8. Unused keys and refunds to your balance

• If staff delete a key that has not been redeemed, we refund the price you paid for it to your balance.
• You may ask us to delete an unredeemed key within 30 days of buying it, and we refund the price you paid for it to your balance. This does not apply to keys that have leaked.
• Redeemed keys are not refunded to you, with one exception. If your customer could not use the product at all and would have qualified for a full refund under section 5 of our Refund and Cancellation Policy had they bought directly, and you refund your customer, we credit your balance with the price you paid and revoke the key. For a key, the 48-hour limit runs from when the key was redeemed, and the product must have run for less than 1 hour in total on that key.
• Our downtime time credit applies automatically to licenses redeemed from your keys, the same as for direct customers.
• Balance refunds are made to your balance, not paid out, except as set out in section 14.

9. Your customers

Before your customer pays, you must tell them clearly that:

• the product modifies or assists gameplay in third-party games and using it breaks the game publisher's terms of service;
• their game account can be suspended or banned at any time, and no one can guarantee otherwise;
• the product is not affiliated with, endorsed by, or authorized by any game publisher or platform;
• time starts when the key is redeemed and runs whether or not they use it; and
• to use the key they must create an onlychams account, be at least 18, and agree to our Terms of Service, EULA and Acceptable Use Policy.

You must also:

• have your own refund policy that meets the law where you sell, and honor it;
• handle your customers' questions about payment, delivery and refunds; and
• protect the personal data you collect from your customers and follow the privacy laws that apply to you. Each of us is responsible for the personal data we collect.

We help customers who redeem your keys with loader and technical problems through our support channels, the same as direct customers. Questions about billing, payment and refunds go to you.

10. Taxes

• You are responsible for all taxes on your own sales: registering, collecting, filing and paying sales tax, VAT or similar taxes wherever the law requires, and your own income taxes. If you are outside North Carolina, you are responsible for any sales tax or VAT due where you resell.
• Our sales of keys to you in North Carolina. If you are in North Carolina, we charge North Carolina sales tax on keys you buy from us unless you give us a completed Form E-595E (the Streamlined Sales and Use Tax Certificate of Exemption), filled in for resale. It generally requires your North Carolina sales and use tax registration number.
• If another state or country requires us to charge tax on our sales of keys to you, we will charge it unless you give us the resale certificate or other evidence that its law accepts.
• Keep your certificate up to date, and tell us right away if your registration or resale status changes.
• If a certificate you give us turns out to be invalid or wrongly claimed, you are responsible for the tax, interest and penalties that result.

11. Marketing rules

Describe the product truthfully. In particular:

• Never claim or suggest the product is undetectable, ban-proof, safe from bans, or guaranteed. Phrases such as "undetectable", "undetected guaranteed", "ban-proof", "100% safe" and "zero ban risk" are not allowed in any language.
• You may repeat the current status from our status board, but only with the date, and never as a guarantee. Update or remove it when the status changes.
• Never suggest the product is affiliated with, endorsed by, or authorized by Microsoft, Halo, any other publisher, game or platform. You may name a game only to say the product works with it. Do not use publisher logos, game art or anything that looks official.
• Include the risk information in section 9 in your listings or sales pages.
• Do not post fake reviews or vouches, pay for or reward reviews without saying so, or post reviews as if you were an ordinary customer.
• Do not send spam or unsolicited bulk messages, and follow the rules of every platform you advertise on.
• You may use the onlychams name and logo only as we allow in the portal, and only while this Agreement is in force.
• If we ask you to change or remove marketing, do it within 48 hours.

12. Endorsements: always disclose that you sell it

You make money from every key you sell. That is a commercial relationship, and US law (the FTC's Endorsement Guides, 16 CFR Part 255) requires you to disclose it whenever you endorse, review or recommend the product.

• Disclose it in the endorsement itself, in plain words, for example: "I sell this product and earn money from every sale."
• Make it easy to notice. Do not hide it in a profile, behind a "more" link, among hashtags, or at the end of a long post.
• In videos and streams, say it out loud and show it on screen, and repeat it during long streams.
• Use the same language as the endorsement.
• If you pay or reward anyone else to promote your keys, you must make sure they disclose that relationship too.

13. Payments: no disguises

• Never disguise what you are selling. Payment descriptors, item names, invoices and payment notes must not describe the product as something else, such as "digital art", "consulting", "game currency" or "donation".
• Do not use PayPal "Friends and Family" or any other personal-payment option to take payment for sales, or use any method to avoid a payment provider's fees, buyer protection or rules.
• Do not route payments through other people's accounts or split payments to get around limits.
• Follow the terms of every payment provider you use. If a provider does not allow sales of this product, do not use that provider for it.
• Refunds and chargebacks on your sales are your responsibility. If a key you sold was bought with stolen or reversed funds, tell us and we may revoke it.

14. Suspension and ending this Agreement

• We may suspend your reseller account, your key purchases or particular products at any time if we reasonably believe you broke this Agreement, if we suspect fraud, if there are serious customer complaints, or if the law requires it. We may also pause key sales for a product while it is "updating" or "detected". Where it is safe and lawful, we will tell you why.
• You may end this Agreement at any time by telling us through the portal or by email.
• We may end this Agreement on 14 days' notice for any reason, or immediately if you seriously break it.
• Keys your customers have already redeemed keep working after this Agreement ends, unless they were bought with fraudulent or reversed funds.

When this Agreement ends:

• Unredeemed keys. We delete them and refund the price you paid for each one to your balance, except keys that leaked or were bought with funds tied to fraud.
• Your balance. Within 30 days, we pay out your remaining balance in Litecoin to an address you give us, worth its US dollar value at the market price when we send it, less the Litecoin network fee. The only amounts we deduct are amounts you owe us because of chargebacks, refunds we gave on keys you sold, or fraud, and we will tell you what we deducted and why. We never keep any part of your balance as a penalty, including when we end this Agreement because you seriously broke it.

Sections 5, 10, 13, 15 to 19 and the balance and key terms above continue after this Agreement ends.

15. Confidential information

Keep our wholesale prices, tiers, limits, portal contents and any non-public product information confidential. Do not publish or share them, except with your own advisers who keep them confidential, or where the law requires.

16. Names and brands

• Your brand prefix stays yours. You let us print it on your keys.
• Our name, logos, software and products stay ours. You get only the limited permission in section 11.

17. Disclaimer

To the fullest extent the law allows, keys, the software, the portal and the status board are provided "as is" and "as available", and we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement. We do not promise that any product will stay undetected, that any customer will avoid a ban, or that any product will stay available. Your remedies for product problems are the downtime time credit, the refunds to your balance in section 8, and anything the law requires.

18. Liability

• Neither of us is liable to the other for indirect or consequential losses, or for lost profits.
• Our total liability under this Agreement is limited to what you paid us for keys in the 12 months before the claim arose.
• You agree to cover our reasonable losses and costs from third-party claims arising from your sales, your marketing, your taxes, your dealings with your customers, or your breach of this Agreement.
• Nothing in this Agreement limits liability for fraud, willful misconduct, or anything else the law does not allow to be limited, and nothing in this Agreement, including section 17, limits rights that cannot be waived by law, including rights under N.C. Gen. Stat. Chapter 75.

19. Law and disputes

This Agreement is governed by the laws of the State of North Carolina, USA, without regard to its conflict-of-laws rules. Before starting any formal claim, each of us will try to resolve the dispute informally for 30 days.

Any dispute that we do not resolve informally will be decided by the state or federal courts of North Carolina, the same forum as our Terms of Service. Each of us agrees to the personal jurisdiction of those courts.

20. General

• We may change this Agreement by posting the new version in the portal at least 14 days before it takes effect. If you do not accept a change, you can end this Agreement under section 14 before it takes effect.
• You may not transfer this Agreement. We may transfer it to someone who takes over the business.
• Notices to you go to the email or contact handle on your reseller account. Notices to us go to [email protected].
• This Agreement, with the documents named in section 1, is the whole agreement about reselling. If a court finds part of it unenforceable, the rest still applies. If we do not enforce a right right away, we have not given it up.