Reseller Terms

1. General

1.1. These Terms are an offer by Individual Entrepreneur SERGEI IAMSKOI (identification number 300489558), Georgia (the Licensor), to conclude an agreement on the terms below with a business — a company or a sole trader — that sells Wayglass programs to its customers (the Partner).

1.2. The Partner accepts the Terms with the first top-up of the Balance after the Licensor, on the Partner’s request, has opened the Account. From then the agreement is concluded on the version of the Terms in force on the day of the top-up.

1.3. The Licensor is not affiliated with BMW AG, Apple Inc., Google LLC or their representatives. The names BMW, CarPlay, Android Auto and others are used only to describe compatibility.

1.4. The Customer receives the licence to the Program on sections 3, 6, 7 and 8 of the Terms of Sale published on https://wayglass.info (the Site) — the Customer Terms. The Partner brings them to the Customer’s attention before passing on the Installation code.

2. Terms used

• Program — a computer program from the Site catalogue (Wayglass: CarPlay navigation guidance on the head-up display and the instrument cluster, Android Auto, diagnostics and others).
• Installation code — a unique code with which the Wayglass installer installs the Program and activates the licence.
• Activation — the first successful use of the Installation code, when the licence is bound to the pair “head unit + VIN”.
• Customer — a person to whom the Partner has passed an Installation code.
• Account — the Partner’s account on the Site: issuing Installation codes, the Balance, installation reports, API tokens.
• API — the programming interface for issuing Installation codes from the Partner’s shop or CRM.
• Balance — the Partner’s prepaid account in the Account.
• Retail price — the price of a licence to the Program on the Site.
• Wholesale price — the price of an Installation code for the Partner at its level.

3. Licence

3.1. The Licensor grants the Partner a non-exclusive licence to the Program with the right to grant sublicences to Customers: the Partner issues Installation codes in the Account or through the API and passes them to Customers. Each Installation code issued is one sublicence for one car, perpetual, worldwide.

3.2. The Partner sells in its own name and for its own account, sets the price for the Customer itself and is paid by the Customer. The Partner is not an agent or representative of the Licensor.

3.3. The Partner receives no exclusive rights to a territory, country or group of customers.

4. Levels and wholesale prices

4.1. The Wholesale price is the Retail price less the discount of the Partner’s level: Start — 20%, Partner — 30%, Lead partner — 35%. Wholesale prices per product are shown on the Partners page and in the Account.

4.2. The level follows the total of the Balance top-ups in the previous calendar quarter: below €2,000 — Start, from €2,000 — Partner, from €3,500 — Lead partner. The Licensor reviews the level at the end of each quarter.

4.2.1. A new Partner starts at the Start level. If a single top-up of the Balance is at least €2,000 (€3,500), the Partner (Lead partner) level applies from the day of the top-up until the end of the next calendar quarter, and then under clause 4.2.

4.3. The Parties may agree other terms in writing, including by messages on Telegram or by e-mail.

4.4. The Licensor may change the Wholesale prices by notifying the Partner at least 30 days in advance. A change does not affect Installation codes already issued.

5. Balance and payment

5.1. Work is prepaid. The Balance is kept in euros. The first top-up of the Balance is at least €1,000; later top-ups may be of any amount.

5.2. The Partner tops up the Balance by a payment method the Licensor accepts at the time (at present, cryptocurrency), using the details the Licensor provides; a payment in another currency is credited at its value in euros when it reaches the Licensor. Fees of the Partner’s bank, exchange or payment service are paid by the Partner. The Balance is topped up when the money reaches the Licensor.

5.3. Each Partner is responsible for its own taxes in its country.

5.4. When an Installation code is issued, the Wholesale price in force at that moment is charged to the Balance. If the Balance is insufficient, no code is issued, unless the Parties have agreed an overdraft limit.

5.5. The Balance does not expire; no interest is paid on it.

6. Issuing Installation codes

6.1. An Installation code is issued for the VIN of the Customer’s car and works only for that car. The Partner is responsible for the VIN being correct; the Licensor corrects a mistake in the VIN on the Partner’s request while the code is unused.

6.2. Before selling, the Partner checks the software version of the Customer’s head unit on the compatibility page. If the version is not verified in a car, the Partner warns the Customer of the risk and, before installing, sends the Licensor the head unit details with wayglass dump --code CODE (the installer only reads data).

6.3. The Partner keeps its API tokens secret: anything issued with the Partner’s token is deemed issued by the Partner. If a token leaks, the Partner revokes it in the Account at once and informs the Licensor. Issuing limits are shown in the Account.

7. Support

7.1. A Partner that installs the Program for the Customer itself is the first to answer the Customer: installation, common questions, collecting the installer report. It comes to the Licensor’s support with the cases it could not solve and attaches the installer report.

7.2. A Partner that only passes on the Installation code refers the Customer with questions about installing and using the Program to the Licensor’s support — on Telegram @wayglass or through the contact form.

7.3. The Licensor answers the Partner on working days, usually within two days, and fixes errors of the Program within a reasonable time. Updates of the Program are free for Customers; the Licensor is not obliged to release them.

7.4. The Partner performs installation and set-up as its own service and is responsible for it to the Customer.

8. Returning codes

8.1. An Installation code that has not been activated may be returned by the Partner on request to the Licensor: the code is blocked and the Wholesale price charged for it goes back to the Balance.

8.2. After Activation the price is not returned, except where the software version of the head unit is verified in a car, the Program does not work for a reason on the Program’s side, and the Licensor has not fixed it within 30 days of the Partner’s request with the installer report. In that case the Wholesale price goes back to the Balance and the code is blocked.

8.3. Refunds to the Customer are a matter between the Partner and the Customer.

9. Customer price and promotion

9.1. The Partner sets the price for the Customer itself; the recommended price is the Retail price on the Site. In public offers (website, marketplace, listing, advertising) the Partner does not show a price for an Installation code below the Retail price. A code bundled with the Partner’s own work may be sold at the Partner’s discretion.

9.2. The Partner may use the Wayglass name and the texts and images from the Site to sell the Program. The Partner does not use the logos or trademarks of BMW, Apple or Google, does not call the Program official, factory or approved by BMW, Apple or Google, and does not promise compatibility beyond what the Site states.

9.3. A Partner that installs the Program for Customers itself is listed, with its consent, among the partners on the order page of the Site: name, country, website.

10. Prohibited

The Partner may not:

• pass Installation codes to other resellers or issue them through third parties without the Licensor’s consent;
• issue an Installation code for the VIN of a car other than the one it is sold for, or install the Program on several cars with one code;
• distribute the Program’s package or licence files, decompile or modify the Program or circumvent its protection;
• give third parties access to the Account or the API tokens.

In case of a breach the Licensor may block the Installation codes issued in breach without returning their price, suspend access to the Account and terminate the agreement.

11. Personal data

11.1. The Partner passes the Customer’s VIN and contacts to the Licensor only to issue the Installation code and for support, and obtains the Customer’s consent first where the law requires it. The Licensor processes these data under the Privacy Policy.

12. Liability

12.1. The Program is provided “as is”, on section 8 of the Customer Terms.

12.2. The Licensor’s liability to the Partner is limited to the Wholesale prices charged for the Installation codes the claim concerns. The Licensor is not liable for lost profit or indirect damage.

12.3. The Partner is responsible to the Customer for its own services and for any promises beyond what the Site states.

13. Term and termination

13.1. The agreement is for an indefinite term.

13.2. Either Party may terminate the agreement by notifying the other at least 30 days in advance. In case of a breach of section 10 the Licensor may terminate without notice.

13.3. After termination the Licensor returns the remaining Balance, less any debt, to the Partner within 30 days, using the Partner’s details. If a level applied under clause 4.2.1 and the top-ups during its term, less the Balance returned, are below that level’s threshold, the Installation codes issued during that term are recalculated at the Wholesale prices of the level that total corresponds to, and the difference is withheld from the Balance returned. Installation codes already issued keep working, except those blocked under section 10.

14. Assignment

14.1. The Licensor may assign its rights and obligations under the agreement to another person, including a business or company the Licensor sets up, by notifying the Partner at least 30 days in advance; by accepting these Terms the Partner agrees to this. The Partner’s Balance and level are kept. A Partner that does not agree may terminate under clause 13.2 and get the remaining Balance back.

15. Disputes and governing law

15.1. Disputes are settled by negotiation first: a claim is sent on Telegram @wayglass or through the contact form and answered within 30 days of receipt.

15.2. These Terms are governed by the laws of Georgia. A dispute that is not settled goes to the competent courts of Georgia.

16. Changes to the Terms

16.1. The Licensor may change the Terms by publishing a new version on the Site and notifying current Partners in the Account or on Telegram at least 30 days before it takes effect. Issuing Installation codes after that means agreement with the new version. Earlier versions remain available on the Site.

17. Licensor

• Individual Entrepreneur SERGEI IAMSKOI
• Identification number: 300489558
• Georgia
• Telegram: @wayglass