Commerce Partner Agreement

Commerce Partner Agreement

PART C

Additional Terms Applicable to Developers

These additional terms are governed by, incorporated into, and form an integral part of the Commerce Partner Agreement. These terms supplement, and do not replace, the Commerce Partner Agreement, and must be read together with the Commerce Partner Agreement to be fully understood and effective. Capitalized terms used but not defined in these additional terms have the meanings ascribed to them in the Commerce Partner Agreement.
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This Part C contains terms applicable to Developers. Part C.1 contains terms applicable to all Developers. Part C.2 contains additional terms applicable to Theme Developers. Part C.3 contains additional terms applicable to App Developers. Part C.4 contains additional terms applicable to Payments Developers.

PART C.1 - TERMS APPLICABLE TO ALL DEVELOPERS

Definitions. For the purposes of this Part C, the following terms shall have the meanings set forth below:A “Developer” is a Partner that develops Apps or Themes to integrate with the Service. The different types of Developers are listed below:
A “Theme Developer” is a Developer that develops a Theme for Customer use, either as a custom Theme or for general distribution to Customers through the Theme Store and has created a Partner Account.
An “App Developer” is a Developer that develops and/or manages an App.
A “Payments Developer” is an App Developer that develops a Payments App. 

Quick Summary 

Explains the different types of developers—Theme Developers, App Developers, and Payments Developers—so you know which rules apply to you.

Access to the Commerce API. Access to and use of the Commerce API is governed by this Agreement, including the API Terms. By using the Commerce APIs, Partner agrees to the terms of this Agreement, including the API Terms.

Quick Summary 

Using Commerce APIs means you must follow the API Terms and this agreement.

Prohibited Activities. Without limiting the restrictions outlined elsewhere in this Agreement, including the API Terms, Developers will not:Solicit or permit reviews that are fake, inaccurate, irrelevant, misleading, being used improperly for commercial gain, posted in exchange for a financial or other gain, posted multiple times (whether from the same or more than one account), misleading as to the reviewer's identity or their connection to the App or Theme being reviewed, or reviews that contain or link to prohibited or illegal content. Reviews on the App Store and Theme Store are meant to be unbiased, useful and trustworthy. Commerce reserves the right to take any action it deems necessary in respect of a Developer engaged in any of this behavior, including the right (but not the obligation) to remove or edit reviews;
Include code in any App which performs any operations not related to the services provided by the App, whether or not Developer has obtained Customer consent to do so, and whether or not the App obtains consent from the end user to do so. For the avoidance of doubt, this prohibited activity includes: embedding or incorporating code into any App which utilizes the resources (including CPU resources) of another computer, including for the purposes of cryptocurrency mining; using code that is intended to misrepresent website content to falsify SEO metrics; and injecting obfuscated code into, or otherwise through, an App, Theme, any Partner Program resource or activity, or the Service;
Develop or distribute the App or Theme in any way in furtherance of criminal, fraudulent, or other unlawful activity;
Create multiple Apps that offer substantially the same services;
Create Apps for multiple Customers that are not listed in the App Store and offer substantially the same services;
Replace or change credit card input fields or any other similar component or field within the checkout process, without Commerce's prior written consent;
Copy, duplicate, transfer or sell a purchased App or Theme used for one Customer’s store to any other Customer’s store on Commerce or elsewhere (Apps and Themes are non-transferrable, non-assignable and non-sublicensable)

Quick Summary 

No fake or misleading reviews, harmful or hidden code, unlawful uses, duplicate apps with the same features for multiple customers outside the App Store, or altering checkout fields without permission.

Support and Updates. As between Commerce and Developer, Developer is solely responsible for providing, at its sole expense, customer support to Customers for its App and/or Theme. In addition, Developer will provide competent and timely assistance to Commerce and Customers to promptly resolve any identified bugs or other issues relating to the App and/or Theme. Developer agrees that Commerce may publicly post or otherwise provide the Developer’s support contact information to Customers, and Developer will provide written notice to Commerce at least 30 days prior to any change in such support contact information. Developer must ensure its App and/or Theme is updated as necessary for compatibility with new Commerce features or API updates.

Quick Summary 

You are responsible for providing customer support for your app or theme and keeping it updated so it works with Commerce’s latest features and API changes.

Additional Commerce Trademark License for Developers. Developers may use the Commerce Trademarks licensed in Section ‘Commerce Marketing Materials’ for the sole purpose of notifying Customers that the App or Theme is compatible with the Service

Quick Summary 

You can use Commerce’s trademarks to show your app or theme works with the platform, as long as you follow Commerce’s brand guidelines.

Risk and Fraud Program. Developer is solely responsible for monitoring and managing risk and fraud associated with its App. If Commerce determines, at its sole discretion, that an unreasonable percentage of Customers using Developer’s App are engaging in fraudulent or high-risk behavior, or that the App is a high-risk for Commerce or Customers, then Commerce may suspend the App from the App Store or suspend Developer’s access to the Commerce APIs until such issues are remediated. Developer must reasonably work with Commerce to develop and implement preventive measures to mitigate risks associated with Developer’s App at Developer’s expense. If Developer does not reasonably cooperate with Commerce’s requests to reduce the risk or fraud associated with Developer’s App, Commerce may permanently remove the App from the App Store or suspend Developer’s access to the Commerce APIs.

Quick Summary 

You must monitor and manage fraud risks with your app. If Commerce thinks your app is high risk, they can suspend it until the problems are fixed.

Requests for and Sharing of Information. Developer agrees to share certain information about itself and its App with Commerce. This includes: (a) transaction-related information required for regulatory or compliance purposes, provided in the form and manner reasonably specified by Commerce; (b) information that Commerce reasonably deems necessary for the management and maintenance of its ecosystem; and (c) information deemed reasonably necessary by Commerce to support its risk management processes. If Partner is required to share information with Commerce that is personal data, Commerce will handle such personal data in accordance with Commerce’s Privacy Policy located at commerce.com/privacy.﻿

Quick Summary 

You must share certain business or app-related information with Commerce when asked, especially for compliance or risk management purposes.

PART C.2 - ADDITIONAL TERMS APPLICABLE TO THEME DEVELOPERS

Theme Submission and Requirements. Right to Develop. Theme Developers are permitted to develop Themes for Customers, to be distributed exclusively through the Theme Store, unless otherwise agreed in writing by Commerce. All Themes submitted to the Theme Store are subject to approval and acceptance by Commerce, at its sole and complete discretion. Any Theme approved by Commerce for inclusion in the Theme Store may not be made available on any third-party marketplace or platform during the Term unless otherwise agreed by Commerce in writing.
Theme Representations. Each Theme Developer represents and warrants that it has obtained all necessary right, title and interest in and to the images, fonts, designs, plugins, templates, software or other assets that are distributed with a Theme. Theme Developer further represents and warrants that no part of the Theme will violate or infringe upon any copyright or any other rights whatsoever of any third party. 
Right to Remove. Commerce retains the right to remove any Theme from the Theme Store at any time, for any reason, and without liability to the Theme Developer.

Quick Summary 

Themes must be developed for the Theme Store and approved before being sold. You must own the rights to everything included in the theme.

Revenue Sharing for Theme DevelopersTheme Revenue Share. Commerce shall retain 40% of Theme Net Revenue from Themes sold through the Theme Store, with 60% payable to the Theme Developer (“Theme Revenue Share”). “Theme Net Revenue” means all proceeds actually received by Commerce from the sale of the Theme, less any taxes, refunds, returns, cancellations, chargebacks, and payment processing fees.
Payment Terms. Commerce shall pay Theme Revenue Share within 30 days following the end of each calendar month in which the Theme Revenue Share owed to Developer exceeds $100. If the Theme Revenue Share owing to Developer are less than $100 at the end of each month, Commerce will be entitled to withhold payment of Fees until the end of the next month in which the balance of unpaid Theme Revenue Share owing to Developer from any previous month and Fees owing to Developer under the current month are $100 or more. Payments will be made in U.S. Dollars via PayPal unless otherwise agreed in writing. The Theme Revenue Share shall be the sole and complete compensation to which the Theme Developer or anyone on its behalf shall be entitled in connection with the sale or subscription of Themes to Customers.  
Revenue Share Discrepancy. Both Parties agree to make good faith efforts to resolve discrepancies related to Theme Revenue Share records. If the Theme Developer believes Commerce has underpaid Theme Revenue Share, Developer may request supporting documentation, and Commerce shall provide records reasonably evidencing its calculation of the Theme Revenue Share.

Quick Summary 

You get 60% of the net revenue from theme sales; Commerce keeps 40%. Payments are made monthly once you’ve earned at least $100.

Intellectual Property and LicenseLicense to Commerce. Theme Developer grants Commerce a non-exclusive, sublicensable, perpetual, irrevocable, worldwide, royalty-free (except as otherwise stated in this Agreement) license to use, reproduce, modify, create derivative works of, distribute, and sell each approved Theme solely through the Theme Store. As between Commerce and Theme Developer, Theme Developer retains ownership of its Themes.  Each customer store utilizing the Select Theme must have a separate sublicense.
Additional Commerce Trademark Use Rights for Theme Developers. Theme Developers may use the Commerce Trademarks and may refer to Commerce and the Service in the promotion of their Theme for the sole purpose of notifying Customers that the Theme is compatible with the Service.

Quick Summary 

You keep ownership of your theme but give Commerce a license to use, modify, and sell it through the Theme Store.

PART C.3 - ADDITIONAL TERMS APPLICABLE TO APP DEVELOPERS

App Requirements. All Apps may only be installed or otherwise initiated directly on or through the Service. All Apps must comply with all laws applicable to it, are subject to approval and acceptance by Commerce, and Commerce retains the right to remove any App from the App Store at any time for any reason. App Developers must follow the Commerce App Guidelines with respect to their App. App Developer represents and warrants that the U.S. export control classification number of each of their Apps is “EAR99”, unless App Developer has provided a different U.S. export control classification number to Commerce in respect of the applicable App. App Developers that are no longer able to offer, maintain, or support an App must provide proper notice to Customers and follow the Wind-Down Period requirements set forth in Section ‘Wind-Down Period for App Removal’.

Quick Summary 

If your Public App is not in Unified Billing, you pay Commerce 20% of all related revenue. If it is in Unified Billing, revenue share is handled under Part D. You must send a monthly report showing how much revenue your app made and how much is owed to Commerce.

Revenue Sharing for Public AppsApp Revenue Share. If a Public App is not enrolled in Unified Billing, Developer must pay Commerce 20% of Developer’s total revenue related to: (i) a Customer’s use or integration of the Public App; and (ii) services provided by Developer to Customers related to the Public App. 
App Revenue Share with Unified Billing. If a Public App is enrolled in Unified Billing, Commerce will collect payments from Customers and remit those payments to Developer as set forth in Part D (Unified Billing). 
Revenue Share Report. Payments from Developer to Commerce must be accompanied by a report detailing the calculation of the revenue share and each report must include at least the following information: (i) Customer account name; (ii) Customer storehash; name of service purchased by Customer from Partner; amount paid by Customer to Partner; and Revenue Share owed to Commerce. Commerce retains the right to conduct a Fee Review as outlined in Section ‘Fee Review’ to confirm the validity of Developer’s revenue share payments to ensure compliance with the terms of this Agreement.
Review and Listing Fee. Unless otherwise agreed by Commerce, each App submitted to be posted on the App Store is subject to a one-time, non-refundable fee of $99 USD.

Quick Summary 

If your Public App is not in Unified Billing, you pay Commerce 20% of all related revenue. If it is in Unified Billing, revenue share is handled under Part D. You must send a monthly report showing how much revenue your app made and how much is owed to Commerce.

Additional Commerce Trademark Use Rights for App Developers. Developer may use the Commerce Trademarks and may refer to Commerce and the Service in the promotion of its App for the sole purpose of notifying Customers that the App is compatible with the Service.

Quick Summary 

You can use Commerce’s trademarks to promote your app’s compatibility.

Testing. All Apps are subject to Commerce's review and approval to ensure compliance with Commerce’s guidelines, API documentation, and other standards that Commerce deems necessary to protect the integrity of Commerce’s ecosystem. Additionally, Partner agrees to allow Commerce to test its App and API connections used to facilitate access between Commerce and the App, and to comply with Commerce’s reasonable requests to allow and facilitate such testing. 

Quick Summary 

Commerce can test your app to ensure it meets their standards and request changes.

Wind-Down Period for App Removal. App Removal. If Developer desires to unenroll from the Partner Program, terminate this Agreement, or otherwise remove its Public App(s) from the App Store, Developer must provide at least 90 days' prior written notice to Commerce and all Customers then-currently using the Public App(s) (“Wind-Down Period”). During the Wind-Down Period: (a) the Public App must remain functional and accessible to Customers to allow them to transition to an alternative solution; and (b) Developer must provide clear and conspicuous notice to Customers, including the date on which the Public App will no longer be available, and any steps Customers must take to avoid service disruption.
Core Functionality. If the Public App provides core operational functionality (e.g., payment processing, inventory management, or order fulfillment), Commerce reserves the right to extend the Wind-Down Period to mitigate Customer impact upon notice to Developer.
Failure to Comply. Notwithstanding anything herein to the contrary, if Developer fails to comply with the Wind-Down Period and its requirements, Commerce may impose penalties, including but not limited to withholding outstanding Fees or restricting Developer’s future participation in any Partner Program.
Retained Access. During the Wind-Down Period, Developer will retain limited access to its Partner Account and Commerce API solely to ensure continued Customer access, fulfill existing contractual obligations, and facilitate a smooth transition. Commerce reserves the right to revoke such access if Developer fails to comply with the Wind-Down Period requirements.

Quick Summary 

 If you remove your Public App or leave the Partner Program, you must give at least 90 days’ notice and keep the app working so customers can transition. Longer notice may be required for core operational apps.

PART C.4 - ADDITIONAL TERMS APPLICABLE TO PAYMENTS DEVELOPERS

Payments Apps. Commerce may allow Developers to become a Payments Developer and permit them to develop a Payments App. Commerce has the sole discretion of the approval or denial of any Payments App.

Quick Summary 

Only approved developers can create payment apps, and they must follow Commerce’s payment app documentation.

Payments Revenue Share. For the avoidance of doubt, Payments Apps are Apps and Revenue Share for Payments Apps will be paid in accordance with Section ‘Revenue Sharing for Public Apps’ as outlined in Part C.3. 

Quick Summary 

Payments Apps are treated like Public Apps and must follow the same revenue share rules.

Program Fee. In consideration for allowing Partner to develop and distribute a Payments App, Partner agrees to generate at least $5,000 in Revenue Share for Commerce via the Payments App each calendar year (the “Payments Program Minimum”). If Partner fails to meet the Payments Program Minimum in a calendar year, Partner must pay Commerce the difference between the Revenue Share generated by the Payments App in the calendar year and $5,000 (“Payments Program Fee”) to allow Partner to continue to develop and distribute its Payments App in the upcoming calendar year. If Partner does not timely pay any Payments Program Fee, Commerce may immediately suspend the Payments App or Partner’s access to the Commerce API.

Quick Summary 

Payments Apps must generate at least $5,000 in annual revenue share. If you don’t meet that, you must pay the difference.

Public Listing. If a Payments App meets Commerce’s criteria, the Payments Developer may submit the application to Commerce for consideration. Commerce will review the App based on various factors, determined at Commerce’s sole discretion, including but not limited to transaction volume and the anticipated adoption rates. Subject to this review, Commerce may approve the Payments App, making the Payments App available to Customers through the App Store as a Public App. If a Payments App is not approved by Commerce to be posted on the App Store, Commerce may choose to still allow Customers to install the Payments App provided that in such case, the Payments App would still be a Public App.

Quick Summary 

Commerce decides if your Payments App is listed in the App Store based on factors like transaction volume and adoption rates.

Payments App RequirementsUse of Commerce API. Payments Developers may only use the Commerce APIs as specified in Commerce’s payment application documentation made available to Payments Developers via the Partner Dashboard (“Payment App Documentation”). Payments Developers are prohibited from using other Commerce APIs without prior authorization. Payments Developers are responsible for implementing updates to its Payment Apps as specified in the Payment App Documentation.
Minimum Support Commitment. Payments Apps must maintain industry-standard service levels for Customers. At a minimum, the Payments App must operate on a 24/7 basis with 99.95% uptime during any measurement period. Payments Apps are required to provide servicing support to all Customers and must supply Commerce with an email address for direct Customer inquiries. In the event of an outage or issue, Payments Developers must respond within 2 hours.
Developer Guidelines. Payments Developers must comply with the Payment App Documentation and follow all outlined requirements and best practices to ensure an optimal experience for Customers. Payments Apps must meet the technical, operational, and other specifications detailed in the Payment App Documentation.
Sync Data to Commerce. All payments and order data from transactions processed through the Payments App must automatically sync with Commerce in accordance with the specifications outlined in the Payment App Documentation.
New Payments App Feature Approval. Any updates or changes to an existing Payments App which are likely to affect material functionality or data handling, including the addition of new features or payment methods, must be submitted to Commerce for review and approval prior to implementation.
Customer Flexibility. Commerce encourages Payments Apps to provide reasonable termination flexibility to Customers, including a minimum of 7 days’ notice without excessive penalties, fines, or other burdensome conditions.
Settlements. Payments Apps must settle all transactions for Customers within an industry standard timeline, unless otherwise agreed by Commerce in writing.

Quick Summary 

You must follow technical documentation, keep your app highly available (99.95% uptime), provide quick support (respond in 2 hours), sync all payment/order data with Commerce, and get approval for major updates.

PCI-DSS. Payments Developer must comply with all applicable terms, guidelines, and approval processes required under card network rules, as well as any applicable laws and regulations. Payments Developer represents, warrants, and covenants that it will, where applicable, maintain certification of compliance with all provisions of the Payment Card Industry Data Security Standard (“PCI-DSS”) or any successor standards that apply to its performance under this Agreement. Upon Commerce’s reasonable request, the Payments Developer must provide evidence demonstrating its compliance with PCI-DSS.

Quick Summary 

Payment apps must comply with PCI security standards and provide proof when requested.

Unauthorized & Prohibited Activities. A Payments Developer and Payments App are prohibited from engaging in the following activities:Referring to any fee, expense, or other cost as a Commerce fee on invoices to Customers, or offering low promotional or introductory rates without express written disclosure of the terms, including, but not limited to, the offer period and any subsequent rate increases applicable after the promotional or introductory offer expires;
Redistributing, sharing, selling, or generating revenue from access to the Commerce APIs and Services with other developers without Commerce’s explicit approval. Access to the Commerce APIs and Services is granted solely to the Payments Developer authorized by Commerce and must not be shared;
Creating fake or fraudulent Customers, orders, or sales to artificially inflate traffic or performance metrics; and
Storing payment credentials for purposes other than the transaction for which the credentials were provided and for the transaction and services expressly approved by Commerce for the Payments App.

Quick Summary 

You can’t mislead customers about fees, resell API access, create fake transactions, or store payment credentials without approval.

Privacy and Data Usage. Payments Developers must not use Customer Data in any manner that is not explicitly and accurately disclosed to the Customer. Upon request from Commerce, Payments Developers must provide a detailed description of how they collect and use Customer Data. Payments Developers are also required to promptly inform Commerce of any changes or updates to their data collection and usage practices in connection with their Payments App. Payments Developers acknowledge that Commerce may share a summary of how data is collected and used by the Payments App in its communications with Customers.

Quick Summary 

You can only use customer data in ways that are clearly disclosed and approved.

Termination, Suspension and Removal of Payments App. In the event of a violation of this Part C.4, Commerce may, in addition to any other rights or remedies available to Commerce under this Agreement, remove a Payments App from the App Store, suspend or terminate Payments Developer’s access to the Commerce Platform and Payments Developer’s participation in Commerce’s payments ecosystem, or take any other action that Commerce deems necessary.

Quick Summary 

Commerce can remove, suspend, or terminate your Payments App if you violate the rules.