Commerce Partner Agreement

Date of Last Revision: September 1, 2025

By using the Partner Dashboard or Commerce API, participating in any Partner Program activities, or clicking on “I agree” (or a similar box or button) when you sign up for a Partner Account, you agree to be bound by the applicable sections of this Partner Agreement (“Agreement”). This Agreement is between you, as Partner and Commerce.com US, Inc., Commerce Software UK Ltd., Commerce Software Ireland Ltd., and Commerce.com Pty. Ltd. (collectively “Commerce”). Partner and Commerce each a “Party” and together the “Parties”.



Commerce reserves the right to update this Agreement by posting updates at commerce.com/partner-agreement.The updated Agreement will become effective on the date of posting. Commerce will notify you of updates via email or by posting a notice on the Commerce website or Partner Dashboard. If a significant update is going to be made, we will use reasonable efforts to provide you advance notice of the update. We encourage you to checkcommerce.com/partner-agreementfrom time to time for any updates or changes that may impact you.



This Agreement governs various types of Partner Program activities. Part A applies to all Partners, Part B applies to Partners that refer prospects to Commerce, and Part C applies to Developers. Part D applies to Partners enrolled in Unified Billing. If you do not participate or enroll in the Partner Programs described in Parts B, C or D, then those parts of this Agreement do not apply to you.



Part B - Additional Terms Applicable to Referrals



Part C - Additional Terms Applicable to Developers



Part D - Additional Terms Applicable to Unified Billing



Some types of Partner Program activities may also be subject to additional terms included in a program addendum (“Program Addendum”). If a Program Addendum is applicable to activities you plan to participate in, Commerce will make the Program Addendum available to you prior to your participation, and by participating in such activities or signing the Program Addendum, you agree to the terms in the applicable Program Addendum.



Quick reference summaries are provided for convenience only and are not legally binding.

Part A - Terms Applicable to All Partners

  1. Definitions. Unless defined elsewhere in this Agreement, capitalized terms in this Agreement are defined as follows:
    1. “API” or “Commerce API” means the application programming interfaces, software development kits (SDKs), developer tools, documentation, and related materials provided by Commerce, including any modifications or updates.
    2. “API Credentials” means credentials provided by Commerce enabling your API access.
    3. “API Terms” means the Commerce API Terms available at commerce.com/legal/api-terms.
    4. “App” means any software, website, or other service you develop or provide that interacts with, accesses, or integrates with the Commerce API.
    5. “App Store” means the Commerce website where Customers can view and add Apps on their Customer Store and is available at bigcommerce.com/apps.
    6. “Commerce Marketing Materials” means any marketing or promotional materials relating to Commerce or Commerce brands, including copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the Commerce Trademarks.
    7. “Commerce Related Entity/ies” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, Commerce.
    8. “Commerce Trademarks” means the trademarks, logos, service marks and trade names of any Commerce Related Entities, whether registered or unregistered.
    9. “Control” means owning 50% or more of the voting rights or ownership interests in the entity.
    10. “Custom App” means an App that is made available to a single Customer.
    11. “Customer” means an individual or entity that uses the Services.
    12. “Customer Agreement” means the agreement entered into between Partner and the Customer governing the Customer’s use of Partner’s services, including, if applicable, the installation and use of an App.
    13. “Customer Data” means information (including personal information) relating to a Customer, including but not limited to business, financial and product information and any Shopper Data. Where Partner uses the Commerce API, Customer Data may be delivered in the form of an API response.
    14. “Customer Store” means the Customer’s ecommerce presence hosted by Commerce. For clarity, a Customer may have more than one Customer Store.
    15. “Partner” or “you” means the individual or entity that is subject to the terms of this Agreement and participates in the Partner Program. Different types of Partners are identified in parts of this Agreement, and you may qualify as more than one type of Partner concurrently for the purpose of this Agreement, depending on the circumstances.
    16. “Payments App” means an App that enables Customers to process Shopper payments.
    17. “Partner Account” means a Partner Program account created via the Partner Dashboard.
    18. “Partner Dashboard” means the Commerce web platform that allows Partners to manage their Partner Account, including the Commerce ‘Partner Portal’ and ‘Developer Portal’.
    19. “Partner Program” means the resources made available by Commerce to Partners, including the Partner Dashboard, App Store and Theme Store.
    20. “Public App” means an App that is made available to Customers either via a URL, API integration, or through the App Store, and that is not a Custom App.
    21. “Sanctions” means any applicable economic sanctions or anti-terrorism laws or measures, including those imposed, administered, or enforced by: (i) (ii) the United States, including those imposed, administered, or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. State Department; Canada, including the Special Economic Measures Act, the Freezing Assets of Corrupt Foreign Officials Act, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), the United Nations Act, and Part II.1 of the Criminal Code and any regulations or orders issued under the foregoing; (iii) the United Nations Security Council; (iv) the European Union; (v) the United Kingdom, including those imposed, administered, or enforced by Her Majesty’s Treasury; and (vi) any other jurisdiction or governmental authority with applicable sanctions laws that Commerce, in its reasonable discretion, deems applicable.
    22. “Sanctioned Person” means any individual or entity listed or designated under Sanctions or located or resident in or organized under the laws of a country or territory that is the subject of comprehensive territorial Sanctions, or any entity directly or indirectly owned or controlled by one or more of the foregoing.
    23. “Sanctioned Region” means a region where Commerce is unable to operate due to local legal and regulatory requirements, commercial partnerships, and/or other pertinent factors, including but not limited to restrictions related to economic sanctions, trade embargoes, or other applicable laws. Commerce does not support transactions that involve these regions or persons located in or resident in or items originating from or destined for these regions.
    24. “Sensitive Personal Information” includes data revealing racial or ethnic origin, political opinions, religious beliefs, genetic data, biometric data, sexual orientation, financial data, or government-issued identification numbers.
    25. “Service” means all products or services offered by Commerce, including BigCommerce, Feedonomics, Makeswift.
    26. “Shopper” means any individual that visits or transacts via the Customer Store.
    27. “Shopper Data” means information (including personal information) relating to a Shopper, including order information, payment information, and account information.
    28. “Taxes” means all federal, provincial, state, local or other governmental sales, value added, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future.
    29. “Theme” means the templates for website layout and design that Customers may install, use and customize for their Customer Store.
    30. “Theme Store” means the Commerce website where Customers can select and install Themes on their Customer Store and is available at bigcommerce.com/theme-store.

Quick Summary

Explains key terms used throughout the agreement, such as “Public App,” “Custom App,” “Customer Data,” “Services,” and “Commerce Trademarks.” These definitions set the foundation for how the rest of the agreement is interpreted.

  1. Partner Basics
    1. Account Registration. To access and use the Partner Program, Partner must register for a Partner Account.
    2. Eligibility. If Partner is an individual, they must be the older of: (1) 18 years of age; or (2) the age of majority in the jurisdiction where they reside and conduct Partner activities.
    3. Business Purpose. Partner confirms that they are entering into this Agreement to engage in a business activity, not for personal, household, or family purposes.
    4. Account Creation. Partner must create a Partner Account by submitting all required information. Commerce reserves the right, in its sole discretion, to reject any application for a Partner Account. Each Partner Account must include a complete legal name and a valid email address. Partner acknowledges that Commerce will use the email address provided as the primary method of formal communication under this Agreement.
    5. Account Security. Partner is responsible for maintaining the security of its Partner Account and password. Commerce is not liable for any loss or damage resulting from Partner’s failure to secure its account credentials. Commerce reserves the right to request additional security measures or adjust security requirements at its discretion.
    6. Binding Partner. If an employee registers a Partner Account on behalf of their employer, the employer will be deemed the Partner under this Agreement. By registering a Partner Account on behalf of their employer, the employee represents and warrants that they have the full power and authority to bind their employer to this Agreement, and Partner acknowledges and agrees that Commerce is entering this Agreement in express reliance upon this warranty.
    7. Responsibility for Obligations. Partner is responsible for: (1) ensuring that its employees, agents, and subcontractors comply with this Agreement; and (2) any breach of this Agreement by its employees, agents, or subcontractors. Partner acknowledges and agrees that it remains responsible for fulfilling all obligations under this Agreement, even if any obligations are sublicensed or subcontracted to third parties, including to affiliates of Partner.
    8. Acceptance of Updates. Partner’s continued participation in the Partner Program or continued use of the Partner Dashboard or Commerce API after an updated Agreement is posted and made effective constitutes Partner’s acceptance of the updated terms. If Partner does not want to agree to any updates, Partner may terminate this Agreement in accordance with Section ‘Termination’. If Commerce updates the payment terms in this Agreement, such updates will only apply to payments and transactions occurring after the effective date of the update. For example, if the updated terms increase the Commission owed to Partner but the applicable Referred Customer was provided by Partner prior to the update, the increased commission would apply to any Commission Payments made after the update even though the Customer was referred prior to the update. Notwithstanding the foregoing, updates which decrease Commissions will not be applicable during the Initial Term of a Referred Customer’s subscription of Covered Services.
    9. Data Privacy and Processing. Partner acknowledges and agrees that its participation in the Partner Program, including any information transmitted to or stored by Commerce, is subject to the terms outlined in Section ‘Data Protection’ and Commerce’s , which is incorporated herein by reference.
    10. Requests for Information and Communication. Partner agrees to acknowledge and respond promptly to reasonable requests for information or action from Commerce. Upon request, Partner shall execute and deliver any documents or take any actions Commerce reasonably requires in relation to the Partner Program. Additionally, if Commerce contacts Partner regarding its participation in the Partner Program, Partner must acknowledge or respond to such communications promptly.
    11. Know Your Customer (KYC) Requirement. Partner must comply with Commerce’s ‘know your customer’ requirements, including providing accurate and complete information during registration and promptly updating such information as needed. Commerce may, at its sole discretion, require Partner submit additional documentation or undergo identity verification to validate compliance with applicable laws and Partner Program requirements.
    12. Compliance with Laws. Partner agrees to fulfill its obligations under this Agreement in alignment with the applicable industry leading standards and in strict compliance with all applicable laws, regulations, and rules, including securing any licenses required for Partner’s performance under the Partner Program. Partner represents and warrants that: (i) neither Partner, its affiliates, directors, officers, nor employees engaged with Commerce is a Sanctioned Person or controlled by one or more Sanctioned Persons; and (ii) Partner is not organized under the laws of, located in, or a resident of a Sanctioned Region. Additionally, in performing its obligations under this Agreement, Partner agrees not to engage, directly or indirectly, in any activity or transaction that involves, supports, or benefits a Sanctioned Person or Sanctioned Region. Should Partner become aware of or suspect a violation of this Section ‘Compliance with Laws’ or that any of these representations and warranties are no longer accurate, Partner must immediately provide written notice to Commerce.
    13. Duty to Disclose. If Partner acts as an agent on behalf of a Customer, Partner may be required by applicable law to disclose to such Customer any fees Partner is entitled to receive from Commerce under this Agreement that are associated with the Customer. As between Commerce and Partner, Partner is solely responsible for determining when such a disclosure is required and making such disclosure when required.

Quick Summary

You must register for a Partner Account, keep your information up to date, and maintain account security. If you act on behalf of a company, you must have authority to bind them. You’re responsible for your employees and contractors following the agreement.

  1. Fees and Payments
    1. Revenue Sharing Plans. Subject to the revenue sharing and fee plan associated with Partner’s activities pursuant to the Partner Program, Partner may be entitled to receive certain fees from Commerce and Commerce may be entitled to receive certain fees from Partner (the “Fees”). Amounts due to Partner from Commerce as the result of Partner utilizing Unified Billing are excluded from the term Fees. The revenue sharing applicable to the different types of Referral Plans are set out in Part B. The revenue sharing plans applicable to the different types of Developers are set out in Part C.
    2. Taxes. Any Fees payable by one Party to another Party that arise as the result of any activity under this Agreement shall be exclusive of Taxes. Such Taxes are in addition to any Fees. If Partner is exempt from payment of such Taxes, Partner must provide Commerce with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date Commerce receives and confirms the applicability of such certificate. Partner is responsible for all applicable Taxes that arise from its activities under this Agreement or its dealings with a Customer. If Taxes are not collected by Commerce in respect of Fees or a Partner transaction with a Customer, Partner is responsible for determining if Taxes are payable on such transaction, and if so, paying Taxes to the appropriate tax authorities.
    3. Partner to Commerce. For Partners not enrolled in Unified Billing, Partner will submit Fees to Commerce each month by way of wire transfer or Automated Clearing House (ACH). Any such payments made by Partner to Commerce will be made free and clear of, and without deduction or withholding for, any withholding taxes of any taxing jurisdictions. If withholding taxes must be withheld from any payment to Commerce, Partner shall increase the payment to Commerce such that the amount received by Commerce is the same as it would have been if no withholding taxes were withheld. Partner is responsible for contacting Commerce to obtain the necessary banking information to execute the transfer. If the balance owed to Commerce is less than USD $100, Partner may defer payment until the outstanding balance at the end of a month is USD $100 or more. If Partner owes Commerce any amounts, then Commerce may reduce the Fees paid to Partner by offsetting amounts due from Partner to Commerce against Fees due from Commerce to Partner under this Agreement. For Partners enrolled in Unified Billing, the terms in Part D apply.
    4. Additional Payment Information. All payments from Commerce are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld by Commerce during the period of investigation. Commerce may also withhold payment if Partner fails to provide Commerce with information that is required to make payment. In the event of any disputes over Fees, Commerce’s determination will be final and binding. For the avoidance of doubt, Partner is only entitled to receive Fees from Commerce if Partner is in compliance with the terms of this Agreement.
    5. Exclusions. Notwithstanding anything to the contrary in this Agreement, Commerce will not be responsible to pay any Fees:
      1. related to amounts that have been refunded to Customers by Commerce;
      2. for a Referred Customer created or owned in whole or in part by Partner;
      3. related to fraudulent sales;
      4. related to revenues that have been subject to chargebacks;
      5. to Partners who are employed by Commerce (whether full-time, part-time, term or any other employment-type relationship); or
      6. to Partners who are employed by the Customer to whom the Fees relate (whether full-time, part-time, term or any other employment-type relationship).
    6. Enforcement. If any Fees paid by Commerce are subsequently discovered to be subject to one or more of the exclusions set out in Section ‘Exclusions’ or to have been paid in error, Commerce will have the right, at its sole discretion, to: (i) reclaim any Fees paid to Partner in error; or (ii) set off the amounts from payments due to Partner in future months. If this Agreement is terminated before such amounts are fully repaid by Partner to Commerce, Partner will pay to Commerce the remaining balance within 30 days of the effective date of termination of this Agreement.
    7. Fee Reviews. In instances where Partner pays Fees to Commerce, Commerce may conduct Fee payment reviews to ensure compliance with this Agreement and the accurate calculation and payment of any Fees due (“Fee Review”). Upon Commerce’s request, Partner agrees to promptly, but in any event within 10 days, provide all relevant records and documentation reasonably necessary for Commerce to conduct a Fee Review, including financial records and transaction data related to Fee calculations. If a Fee Review identifies a discrepancy in favor of Commerce, Partner agrees to remit the outstanding amount within 10 days of receiving notice of the findings. Commerce will bear its own costs associated with the Fee Review unless the discrepancy exceeds the 10% of Fees owed to Commerce in a 12-month period, in which case Partner is required to reimburse Commerce’s reasonable and actual costs associated with the Fee Review. The findings of any Fee Review shall be deemed final unless disputed in good faith within a reasonable period after the conclusion of the Fee Review.

Quick Summary

Lays out when you may owe us fees or be entitled to payments from us, and how taxes are handled. For referrals and revenue share, the details are in Parts B and C and the Referral Plan Commercials. If you owe us money, we can offset it from what we owe you.

  1. Termination
    1. Partner Termination. Partner may terminate this Agreement by un-enrolling from the Partner Program, which requires Partner to: (i) complete all its obligations under this Agreement (including any active Program Addendum); (ii) remove all its content from the Partner Program, including any Apps; (iii) cease using any Commerce APIs; and (iv) delete all of its Partner Accounts. Partner agrees that un-enrolling from the Partner Program does not relieve Partner of any contracted payment obligations under this Agreement that become due prior to such unenrollment. For the avoidance of doubt, if Partner has an App, Partner will remain subject to this Agreement, for as long as the App is connected to Commerce’s APIs, irrespective of whether Partner has a Partner Account or is otherwise enrolled in the Partner Program. For the avoidance of doubt, Developers with Apps must follow the Wind-Down Period requirements in Section ‘Wind-Down Period for App Removal’ in Part C.3 prior to termination of this Agreement.
    2. Breach of Law. If Commerce determines that Partner is or becomes a Sanctioned Person, breaches any representation, warranty, or covenant set forth in the Section ‘Compliance with Laws’, or engages in fraudulent behavior, Commerce may, at its sole discretion, take one or more of the following actions: (i) suspend some or all privileges under the Partner Program; or (ii) terminate the Partner Account entirely, upon notice but without recourse for Partner.
    3. Commerce Termination. Commerce may terminate this Agreement at any time, with or without cause, effective immediately upon notice to Partner.
    4. Consequences of Termination. Upon termination of this Agreement: (i) each Party shall return to the other, or securely destroy (and certify such destruction upon request), all property belonging to the other Party in its possession or control, including Commerce Marketing Materials and Confidential Information; (ii) Partner shall immediately cease using and displaying any Commerce Marketing Materials; and (iii) all rights granted to Partner under this Agreement, including access to the Partner Account and Partner Dashboard, Commerce API, and the right to receive any further Fees, shall immediately terminate.
    5. Survival. The following Sections of Part A will survive any termination or expiration of this Agreement: ‘Partner Basics’, ‘Fees and Payments’, ‘Termination’, ‘Intellectual Property Rights’, ‘Confidentiality’, ‘Data Protection’, ‘Disclaimer of Warranty’, ‘Limitation of Liability’, ‘Partner Indemnification’, ‘Notice of Indemnification’, and ‘General Provisions’. In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.

Quick Summary

Either side can choose to end the agreement. You can terminate by leaving the Partner Program and fulfilling any outstanding obligations. We can terminate at any time, including if certain rules or laws are broken.

  1. Intellectual Property Rights
    1. Commerce Marketing Materials. Commerce grants Partner a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use the Commerce Marketing Materials solely as necessary to fulfill Partner’s obligations under this Agreement. This license is subject to the terms of this Agreement and Commerce’s written brand guidelines that are available through the Partner Program or the Commerce website, including commerce.com/press. Partner may use and display Commerce Marketing Materials on its website or other promotional channels solely for the purpose of marketing and promoting Commerce’s services and brands, as authorized by Commerce. Partner may not alter, amend, adapt, translate, or create derivative works of any Commerce Marketing Materials without prior written approval from Commerce. Commerce reserves the right, with reasonable prior notice, to require Partner to cease using or displaying any Commerce Marketing Materials at any time, at its sole discretion. Commerce Marketing Materials are provided "as is," without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Developers have additional rights to use Commerce Marketing Materials as outlined in Part C.
    2. Restrictions on Partner’s Use of the Commerce Marketing Materials. Notwithstanding Section ‘Commerce Marketing Materials’, Partner is prohibited from: (i) using the Commerce Marketing Materials, or any variations or misspellings thereof, in its business name, logo, branding, advertising, social media, domain names (including top-level domains, sub-domains, and page URLs), products, or services without Commerce’s express prior written approval for each specific use; and (ii) purchasing or registering search engine keywords, pay-per-click ads, trademarks, email addresses, or domain names that incorporate the Commerce Marketing Materials or any confusingly similar variations. Partner is strongly encouraged to designate Commerce Trademarks as negative keywords to prevent inadvertent violations.
    3. Proprietary Rights of Commerce. As between Commerce and Partner, all rights, title, and interest in and to the Partner Program, Commerce APIs, Commerce Marketing Materials, Customer-related data (including Referred Customers), Services, the Commerce API, Customer Data, and all software, documentation, equipment, templates, tools, methodologies, know-how, websites, and any other intellectual property or materials used by or related to Commerce or its Partner Program (collectively, “Commerce Property”) will remain solely owned by Commerce. To the extent any ownership rights to Commerce Property do not automatically vest in Commerce under this Agreement or otherwise, and such rights are held by Partner, Partner hereby assigns and transfers all rights, title, and interest in such property to Commerce upon its creation. Partner also waives any moral rights in such property, where applicable, and grants Commerce the right to enforce and recover for any past, present, or future infringements.
    4. Commerce’s Use of Partner’s Intellectual Property. Partner grants to Commerce a worldwide, non-exclusive, royalty-free, transferable, and sub-licensable license to use and display Partner's trademarks, service marks, logos, trade names, copyrighted content, graphic files, images, and other intellectual property (“Partner Marks”), solely as necessary to perform Commerce’s obligations and exercise its rights under this Agreement. Additionally, with Partner’s prior approval, Commerce may use Partner Marks for purposes of promoting or marketing Partner, Partner’s products or services, or as otherwise mutually agreed.

Quick Summary

We own our IP, and you own yours. We give you a limited license to use our marketing materials to promote approved services, and you give us rights to use your branding to promote you as a partner.

  1. Confidentiality
    1. Confidential Information Defined. “Confidential Information” means any and all information disclosed by a Party or its affiliate(s) (“Disclosing Party”) to the other Party or its affiliate(s) (“Receiving Party”) that is either identified as confidential or proprietary at the time of disclosure or is information which Receiving Party knows, or reasonably should have known, is confidential. Notwithstanding the foregoing, Confidential Information excludes information which Receiving Party can establish is: (i) in the public domain through no fault of Receiving Party; (ii) already in Receiving Party’s possession at the time of disclosure by the Disclosing Party; (iii) lawfully obtained by Receiving Party from a third party without a breach of confidentiality obligations; or (iv) independently developed by Receiving Party without use of or reference to Disclosing Party’s Confidential Information.
    2. Compliance. All Confidential Information is provided ‘as-is.’ Disclosing Party makes no warranties, express or implied, regarding the accuracy or completeness of the Confidential Information. Disclosing Party shall retain all right, title and interest in and to its Confidential Information. This Agreement does not grant Receiving Party any intellectual property rights or other rights of Disclosing Party, except the limited right to use Confidential Information as permitted herein. Each Party agrees it will comply with all applicable law and regulations with respect to the disclosure and use of Confidential Information, including applicable data privacy law and export compliance regulations.
    3. Confidentiality Period. Receiving Party’s obligations with respect to Confidential Information continue for 3 years from the date of termination of this Agreement, provided, however, Receiving Party’s obligations with respect to Confidential Information that constitutes a trade secret shall continue until such Confidential Information no longer constitutes a trade secret through no fault of Receiving Party. Upon Disclosing Party’s request, Receiving Party shall promptly destroy or erase any Confidential Information it holds, except the Receiving Party may retain Confidential Information that is: (i) securely stored in archival or computer back-up systems; or (ii) required to be retained to meet legal or regulatory obligations, provided, however, that any retained Confidential Information shall remain subject to the terms of this Agreement.

Quick Summary

Each party must keep the other party’s sensitive information confidential and handle it carefully.

  1. Data Protection
    1. Data Security. In relation to its performance under this Agreement, Partner will implement and maintain appropriate security measures and safeguards to protect Commerce Property. Partner will implement additional security or data protection measures as reasonably requested by Commerce in accordance with industry standards. Where applicable, Partner will comply with data security and protection laws and necessary compliance standards.
    2. System Compromise. If Partner knows of or reasonably suspects a compromise of its systems, devices, platform, assets or connections into or with a Commerce owned, managed, or connected system that could reasonably impact the security or functionality of Commerce’s systems, assets, or data then Partner will notify Commerce without undue delay, but in any event within 24 hours of discovery, via email to security@commerce.com andcorp-legal@commerce.com.
    3. Data Breach Notification. Partner will implement industry standard practices to identify, contain, respond to, and resolve any known, accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure of, or access to Commerce’s Property (“Data Breach”). In the event of a Data Breach, Partner will notify Commerce without undue delay, but in any event within 24 hours of discovery, via email to security@commerce.com and corp-legal@commerce.com. Such notification will include the following information: (i) a summary of the Data Breach; (ii) the categories of affected data and approximate number or records affected; (iii) the contact details of Partner’s Security and Data Protection Officer(s); (iv) a description of any impact the Data Breach may have on Commerce, its affiliates and the affected persons or parties; (v) the measures taken or proposed to be taken to mitigate the adverse effects of the Data Breach; and (vi) an expected resolution time (if known) or notice that the resolution path is unknown at the time of notification. As between Commerce and Partner, Partner is solely responsible for notifying applicable regulators, applicable authorities, and affected Customers with respect to any Data Breach, including all costs associated with such notifications.
    4. Breach Notification Procedures. In the event of a Data Breach, Partner will: (i) reasonably cooperate with an investigation concerning the Data Breach by Commerce, regulators and/or law enforcement; (ii) reasonably cooperate with Commerce to comply with applicable law or relevant industry standard concerning the Data Breach, including any notification to consumers, regulators, or other required third parties; and (iii) be responsible for any expenses associated with the Data Breach including: (1) the cost of any required legal compliance (e.g., notices required by Applicable Law); (2) the cost of providing credit monitoring services or other necessary assistance to affected consumers or parties; and (3) expenses related to the investigation and remediation. In no event will Partner identify a Data Breach as affecting Commerce without the prior written consent of Commerce unless otherwise required by applicable law, provided that in such event, Partner will make every effort to notify and work with Commerce on communications prior to such identification of Commerce being affected by such Data Breach unless prohibited by applicable law from doing so.
    5. Commerce Reporting. Commerce may report the Data Breach to: (i) affected persons or parties, (ii) any governmental authority or agency having supervisory or oversight authority over Commerce or Data Breaches, and (iii) other outlets as required by applicable law.
    6. Corrective Measures. In the event of a Data Breach, Partner will undertake a procedural review and audit to determine measures to avoid occurrence of a similar situation, and notify Commerce of the corrective measures undertaken. Partner will implement corrections and other measures designed to ensure similar security incidents do not reoccur.
    7. Access to and Use of Customer Data. If Partner has access to Customer Data obtained from Commerce, Partner agrees to: (i) use or store such data solely for the purpose of providing its services to the Customer to whom the Customer Data relates, and not share, sell, disclose, or provide such information to any third party, except as expressly permitted under this Agreement; (ii) refrain from directly or indirectly communicating with Shoppers; (iii) retain such data only for as long as reasonably necessary to provide Partner’s services to the relevant Customer; and (iv) comply with all applicable laws and regulations concerning the protection and privacy of personally identifiable information in the provision of its services. Nothing in this section is construed to prohibit the use of Customer Data obtained by Partner directly from the Customer or from a party other than Commerce.

Quick Summary

You must maintain appropriate security measures, promptly report security incidents or data breaches, and handle customer data only as permitted. You are responsible for notifying regulators and customers if required by law.

  1. Disclaimer of Warranty. Commerce Property is provided on an “as-is” basis. Commerce makes no representations or warranties under this Agreement and expressly disclaims all warranties, whether express or implied, including implied warranties of merchantability, non-infringement, or fitness for a particular purpose. Furthermore, Commerce expressly disclaims any representation or warranty, whether express or implied, that the Commerce Property will meet Partner’s requirements, operate without interruption, be error-free, or be free from harmful components.

Quick Summary

The resources we provide are reliable but not absolutely error-free, and are offered without guarantees.

  1. Limitation of Liability
    1. Special and Indirect Exclusion. Excluding claims and obligations arising from or relating to: (i) Partner’s indemnification obligations under this Agreement; (ii) Partner’s breach of its confidentiality and/or data security obligations; (iii) Partner’s infringement or misappropriation of Commerce’s intellectual property rights; (iv) Partner’s payment of Fees under this Agreement; and (v) a Party’s fraud, gross negligence, or willful misconduct (collectively, the “Excluded Claims”), neither Party nor Commerce’s Related Entities shall be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, goodwill, use, data, or other intangible losses, even if the Parties or Commerce’s Related Entities have been advised of the possibility of such damages.
    2. Aggregate Limitation. Except for the Excluded Claims, each Party’s total aggregate liability to the other under this Agreement shall not exceed the total Fees paid to Partner by Commerce during the 12 months immediately preceding the event giving rise to the claim. This limitation applies to all causes of action in the aggregate, including breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts. The Parties acknowledge that the relationship between a Customer and Partner is strictly between Partner and Customer. Commerce has no obligation to intervene in any disputes between Partner and Customers. Under no circumstances shall Commerce be liable for any damages, whether direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary, or otherwise, arising from or related to Partner’s relationship with any Customer, even if Commerce has been advised of the possibility of such damages. The limitations of liability in Section ‘Limitation of Liability’, including for indemnification, apply in the aggregate, not per claim, and shall apply to the fullest extent permitted by applicable law.

Quick Summary

Each party’s financial exposure is limited. You can’t claim indirect losses like lost profits or goodwill, and for all other claims liability is capped at the fees paid under the agreement in the prior 12 months. Certain serious claims—such as breaches of confidentiality or data security, IP infringement, fraud, and indemnification obligations—aren’t capped.

  1. Indemnification
    1. Partner Indemnification. Partner agrees to indemnify, defend, and hold harmless Commerce, its Related Entities, and their respective directors, officers, employees, subcontractors, and agents from and against any third-party claims (including associated demands, causes of action, debts, liabilities, damages, losses, costs, or expenses, including reasonable attorneys’ fees, collectively, “Claims”), to the extent such Claims arise out of or relate to: (i) any allegation that Partner’s products, services, Apps, or Themes infringe upon a third party’s intellectual property or other rights; (ii) the performance, non-performance, or improper performance of Partner’s products or services, including any App or Theme; (iii) any warranties, representations, indemnities, or guarantees made by Partner regarding Commerce Property; (iv) Partner’s use of the Commerce API; (v) Partner’s failure to comply with applicable laws, including claims related to data protection, consumer protection, or regulatory requirements; and (vi) Partner Taxes, including any claims, audits, penalties, or liabilities asserted against Commerce due to Partner’s failure to collect, report, or remit any required Taxes.
    2. Commerce Indemnification. Commerce agrees to indemnify, defend, and hold harmless Partner from and against any claims, demands, or liabilities arising from a third-party claim that the Commerce API or Commerce Marketing Materials (collectively, “Commerce IP”) infringe the intellectual property rights of such third party. This indemnity applies only if Partner’s use of the Commerce IP complies fully with this Agreement, including any applicable guidelines or restrictions provided by Commerce. Commerce shall have no obligation to indemnify Partner for claims arising from: (i) modifications to Commerce IP made by Partner without Commerce’s authorization; (ii) improper or unauthorized use of the Commerce IP by Partner; or (iii) use of the Commerce IP in combination with any other product, service, or technology not approved by Commerce, where the infringement would not have occurred but for such combination.
    3. Notice of Indemnification. In claiming any indemnification under this Agreement, the party seeking indemnification (the “Indemnified Party”) must promptly provide the indemnifying party (the “Indemnifying Party”) with written notice of any claim it believes falls within the scope of the indemnifications provided herein. The Indemnified Party may, at its own expense, assist in the defense of the claim, provided that the Indemnifying Party retains control of the defense and all negotiations related to the settlement of such claim. However, the Indemnifying Party shall not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that result in, or could reasonably be expected to result in, an admission by or the imposition of liability upon the Indemnified Party without the Indemnified Party’s prior written consent. Partner agrees to promptly notify Commerce of any information that could reasonably lead to a claim, demand, or liability against Commerce or its related entities by any third party.

Quick Summary

You agree to defend us against certain claims related to your products, services, or actions (including API use and legal compliance). We agree to defend you against certain IP infringement claims related to our materials.

  1. General Provisions
    1. Force Majeure. Neither Party will be liable to the other for any failure or delay to perform any of its obligations (except payment obligations) under this Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, cyber warfare, including Internet-based conflict and attacks on information systems designed to or resulting in the disabling of websites and networks, embargo, strike, riot or the intervention of any governmental authority (a “Force Majeure”). In such event, however, the delayed Party must provide the other Party with written notice of the Force Majeure.
    2. Non-exclusive Remedies. In the event of any breach or threatened breach by Partner through the misuse of Commerce’s intellectual property or Confidential Information, or breach or threatened breach of any related provision herein, and in addition to all other rights and remedies available to Commerce under this Agreement and applicable law, Commerce will have the right to immediately seek an injunction to halt such activities, without the requirement to demonstrate damages or post a bond or other security.
    3. Independent Contractors. The Parties to this Agreement are independent contractors. Except as expressly stated in this Agreement, including with respect to the collection and transfer of payments, credits, or refunds between Customers and Partner with respect to Unified Billing, neither Commerce nor any Commerce Related Entity is an agent, representative, or affiliate of Partner. Neither Party has the right, power, or authority to enter into any agreement on behalf of the other, incur any obligation or liability for the other, or otherwise bind the other Party, except where expressly authorized in this Agreement. This Agreement will not be interpreted or construed to establish an association, agency, joint venture, or partnership between the Parties or impose any liability attributable to such a relationship on either Party.
    4. Non-Exclusivity. Nothing in this Agreement is intended to establish, nor shall it be construed as establishing, an exclusive relationship between the Parties. Each Party retains the right to enter into similar arrangements with third parties, provided that doing so does not result in a breach of its obligations under this Agreement, including any confidentiality obligations.
    5. Notice. Except for routine administrative communications which may be exchanged by the Parties via email or other means, and except for notice procedures otherwise expressly stipulated in this Agreement, all formal notices and approvals shall be in writing and delivered as follows: (i) notices to Partner shall be deemed delivered when delivered via email to the primary email address associated with Partner’s account in the Partner Dashboard; and (ii) notices to Commerce shall be delivered via first-class mail or a national recognized express carrier to Commerce, Inc., 11920 Alterra Parkway, D11 / Suite 100, 8th Floor, Austin, Texas 78758 USA, Attn: General Counsel, with a required copy sent via email to corp-legal@commerce.com. Notice shall be deemed to have been given to Commerce upon: (1) personal delivery; (2) the day of receipt, as shown in the applicable carrier’s systems, if sent via nationally recognized express carrier; or (3) the third business day after first class, postage prepaid, posting.
    6. No Waiver. The failure of either Party to insist on strict performance of any provision of this Agreement or to exercise any right under it shall not be deemed a waiver of that Party’s right to enforce or rely upon such provision or right in the future. All provisions and rights under this Agreement shall remain in full force and effect unless expressly waived in a written document signed by the Party waiving the right.
    7. Interpretation. Unless the context expressly requires a different construction, the conjunctions “and” and “or” (whether used together or separately) are intended to be inclusive and non-exclusive. Accordingly, the term “A or B” means “A, B, or both,” and the term “A and B” means “A, B, or both.” For purposes of this Agreement, the term "including" means "including, without limitation," and does not limit the generality of any preceding words.
    8. Entire Agreement. This Agreement, together with Part B, C and D, the API Terms, any Program Addendums, Privacy Policy, and all other documents referenced or incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior agreements, whether written or oral, relating to its subject matter (including any previous versions of this Agreement). Part B, C and D, the API Terms, all Program Addendums, the Privacy Policy, and all other documents referenced in this Agreement are incorporated herein by reference. Commerce shall not be bound by, and expressly objects to, any term, condition, or provision that is inconsistent with or additional to the terms of this Agreement, whether presented in correspondence or any other document, unless explicitly agreed to in writing by Commerce.
    9. Assignment. All terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, permitted assigns, and legal representatives. Commerce may assign this Agreement without notice to or consent from Partner. If Commerce assigns this Agreement and Partner does not want to contract with the assignee, Partner may always terminate this Agreement in accordance with Partner’s termination rights in Section ‘Termination’. Partner may not assign or otherwise transfer this Agreement, or any of its rights or obligations under it, to any third party without Commerce’s prior written consent, which may be granted or withheld in Commerce’s sole discretion. For the purposes of this Agreement, “transfer” includes acquisitions, mergers, changes of control, or other forms of transfer.
    10. Applicable Laws. This Agreement is governed by and construed in accordance with the laws of the State of Texas, without regard to conflicts of law provisions thereof. Each Party consents to and waives all defenses of lack of personal jurisdiction and forum non conveniens with respect to the jurisdiction and venue of the federal and state courts located in Travis County, Texas. Each Party agrees to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. Nothing in this Agreement prevents either Party from seeking injunctive relief in a court of competent jurisdiction.
    11. Patent Non-Assertion. Partner and its affiliates covenant not to assert patent infringement claims against Commerce, Commerce Related Entities, or Commerce Property.
    12. Competitive or Similar Materials. Commerce is not restricted from discussing, reviewing, developing internally, having developed, acquiring, licensing, or developing for third parties, as well as marketing and distributing materials, products, or services that may compete with Partner’s products or services, including, without limitation, any App or Theme, regardless of any similarity to Partner’s products or services, provided that Commerce does not use Partner’s Confidential Information in connection with such activities.
    13. No Reliance. Each Party expressly represents and warrants that in entering into and performing under this Agreement, it is not relying, and has not relied, on any promise, representation, or warranty whatsoever—oral or written—outside the express terms of this Agreement. Each Party further acknowledges that it has conducted its own independent due diligence and analysis of the facts and is not relying on any statements or assurances not expressly contained herein.
    14. Feedback. If Partner provides any feedback, suggestions, or comments (including identifying potential errors or improvements) to Commerce regarding Commerce Property (“Feedback”), Partner hereby assigns to Commerce all rights, title, and interest in and to such Feedback. Commerce may freely use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment, or restriction, including to enhance the Commerce Property, or to develop new products and services. All Feedback will be treated as non-confidential and non-proprietary, and Partner agrees not to submit any Feedback that it considers to be confidential or proprietary.
    15. Beta Services. From time to time, Commerce may, at its sole discretion, invite Partner to trial potential new services or features that are under development and not yet available to all partners or Customers (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Commerce will provide to Partner prior to use. All Beta Services and related discussions, materials, or communications will be deemed Confidential Information of Commerce. Commerce provides no representations or warranties regarding the functionality or performance of the Beta Services and may discontinue them at any time at Commerce’s sole discretion. Commerce shall not be liable for any harm or damages arising from or related to the use or discontinuation of any Beta Service. Commerce’s indemnification obligations under this Agreement, including those related to intellectual property infringement, shall not apply to Beta Services.
    16. Service Providers. Partner may engage service providers as necessary to facilitate its performance under this Agreement. However, Partner acknowledges and agrees that it is fully responsible for the acts or omissions of its service providers in connection with Partner’s obligations under this Agreement. Any act or omission by Partner’s service provider that constitutes a breach of this Agreement will be deemed a breach by Partner.
    17. Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability will not affect the remaining provisions of this Agreement. This Agreement shall be interpreted and enforced as if the invalid, illegal, or unenforceable provision had never been included.
    18. Commerce Entities Agency. In certain circumstances and as necessary, Commerce.com US, Inc. may perform this Agreement as agent for the Commerce Related Entities, in which case, the liability of each Commerce Related Entity will be several for the purposes of this Agreement.
    19. Conflict of Terms. In the event of a conflict or inconsistency between this Agreement and any document incorporated by reference, the order of precedence shall be that the terms of a higher-ranking document shall control over any conflicting or inconsistent terms in a lower-ranking document, but only to the extent of such conflict or inconsistency. The hierarchy of controlling documents is as follows (in descending order of precedence): (i) any Program Addendum; (ii) Part B, C, and D of this Agreement; (iii) Part A of this Agreement; (iv) API Terms; and (v) Commerce Privacy Policy.

Quick Summary

Covers miscellaneous legal terms such as force majeure (events beyond control), non-exclusivity, notice procedures, interpretation rules, assignment rights, governing law (Texas), and how conflicts between documents are resolved.