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.
This Part B contains terms applicable to Partners that refer prospects to Commerce.
- Definitions. For the purposes of this Part B, the following terms shall have the meanings set forth below:
- “Commission” means the Commissionable Revenue multiplied by the commission percentage for the applicable Covered Service.
- “Commission Length” means the applicable duration for which Partner is entitled to Commission Payments as further detailed in this Part B.
- “Commission Payment” means the Commission due to Partner for the Commission Length.
- “Commissionable Revenue” means the subscription fees collected and retained by Commerce from a Referred Customer for a Covered Service, less any chargebacks, refunds, return credits, or similar costs. Commissionable Revenue also excludes fees for professional services and fees for third-party products or services purchased in connection with a Covered Service.
- “Covered Services” means the Services offered by Commerce that are eligible for Commission under the Referral Plan as further detailed in this Part B.
- “Initial Term” means the initial committed subscription period for Covered Services. For example, if a Referred Customer’s first order of Covered Services is 3 years paid annually, then the Initial Term is 3 years.
- “Referred Customer” means a prospect that: (i) is introduced to Commerce through the mutually agreed referral process (e.g., Partner Dashboard, affiliate link, dedicated landing page, etc.); (ii) is not an existing Commerce customer or included in Commerce’s qualified and active leads database at the time of referral; and (iii) enters into a subscription agreement for a Covered Service within 6 months of Partner’s initial referral.
- “Referred MRR Minimum” means the applicable monthly recurring revenue minimum that Referred Customers must generate in the prior calendar year for Partner to be eligible for Commission Payments in the then-current calendar year.
- “Referral Plan” means a revenue-sharing plan under which Partner is entitled to receive a percentage of Commissionable Revenue from Referred Customers.
- “Renewal Term” means any subscription period for Covered Services following the Initial Term. If a Referred Customer’s subscription to Covered Services lapses such that there is a period of time where the Referred Customer does not have access to Covered Services, any renewal of the Covered Services following such lapse is not a Renewal Term.
Quick Summary
This section lays out the exact meaning of key terms used in the referral program—like how a “Referred Customer” is identified, what counts as “Commissionable Revenue,” and which services are “Covered Services.”
- FTC Guidelines. The Federal Trade Commission in the United States (“FTC”) has issued guidelines governing endorsements and testimonials to promote transparency between endorsers and consumers. By providing Referred Customers to Commerce, Partner receives Commission from Commerce. This Commission may create a “material connection” under FTC rules, which would require Partner to disclose this relationship to consumers. Commerce interprets applicable FTC laws and regulations to require clear and conspicuous disclosure of any material connection between a referring party and a business, including compensation for referrals. Accordingly, Partner is required to comply with all applicable laws governing endorsements, testimonials, and advertising practices, which may require Partner to: (a) clearly and conspicuously disclose that Partner is compensated for referring prospects to Commerce; and (b) avoid engaging in misleading or deceptive advertising practices. For additional details, Partner should refer to the FTC’s published guidelines on endorsements and testimonials.
Quick Summary
You must clearly tell people you’re paid for referrals and follow truth-in-advertising rules. Don’t mislead prospects or hide your financial connection to Commerce.
- Referral Plans.
- Structure. Under the Referral Plan, Partner is entitled to receive a Commission in accordance with the Referral Plan Commercials outlined at commerce.com/partner-agreement/referral-plan-commercials (“Referral Plan Commercials”). The Referral Plan Commercials are based on tiered structure, with different eligibility thresholds and Commission Percentages based on: (i) Partner’s status within the Commerce Partner Program, (ii) the type of Covered Services purchased by the Referred Customer, and (iii) whether the subscription is for an Initial Term or Renewal Term.
- Annual MRR Minimum. Notwithstanding anything in this Part B to the contrary, to qualify for Commission Payments, Partner must meet the applicable Referred MRR Minimum identified in the Referral Plan Commercials in the prior 12 months.
Quick Summary
This explains how your commission rate is set—based on your partner tier, what service the customer buys, and whether it’s their first term or a renewal. You must meet a yearly referral revenue minimum to keep earning commissions.
- Payment. Commerce will make Commission Payments within 30 days following the end of the month that Commerce received payment from the applicable Referred Customer. Payments will be made in U.S. Dollars via PayPal unless otherwise agreed in writing. The Commission Payment shall constitute the sole and complete compensation to which Partner is entitled in connection with referrals to Commerce.
Quick Summary
Commerce pays you within 30 days after the month they get paid by your referred customer. Payments are in U.S. dollars via PayPal
- Reporting. Each Commission Payment will be accompanied by a report detailing the calculation of the Commission earned by Partner, including the relevant Commissionable Revenue. The Parties agree to use good faith efforts to resolve any discrepancies in their respective records regarding Commission Payments. If Partner, in good faith, believes that Commerce has underpaid Commission, Partner must notify Commerce in writing and request supporting documentation within 30 days after receiving the applicable Commission Payment. Upon Commerce’s receipt of such request, Commerce will promptly provide records reasonably evidencing the Commission calculation. If Partner fails to raise a dispute within the 30-day period, the Commission Payment will be deemed final and accepted by Partner. Nothing in this section limits either Party’s rights or remedies in the event of fraud or willful misconduct.
Quick Summary
Each payment comes with a breakdown showing how it was calculated. If you think a payment is wrong, you have 30 days to dispute it.
- Unauthorized and Prohibited Activities. Partner will not:
- Promote or advertise Commerce on coupon, deal, or discount sites, or on incentivized sites like GTP/Get Paid to Click, without prior written consent from Commerce.
- Use fraudulent traffic methods, including but not limited to bots, cookie stuffing, or misleading links, to drive referrals.
- Purchase search engine keywords, trademarks, or domain names that use Commerce Trademarks, the names or trademarks of Commerce, or any variations or misspellings that are deceptively similar to them, without prior written consent from Commerce.
- Create or participate in third-party networks or sub-affiliate networks without prior written consent from Commerce.
Quick Summary
You can’t use coupon or deal sites without permission, send fake traffic, or use Commerce’s name in search ads without approval. You also can’t create sub-affiliate networks without consent.
- Commerce Referrals to Partner
- This Section ‘Commerce Referrals to Partner’ applies if the Parties do not have a separately signed agreement governing Commerce’s referral of prospects to Partner.
- If Commerce refers new prospects to Partner that subscribe to Partner’s services, then Partner will pay Commerce 15% of the subscription revenue earned by Partner from such referral for as long as the referral is subscribed to Partner’s services.
- Partners will calculate and remit referral commission payments in accordance with this Section to Commerce on a monthly basis.
- Upon request, Partner shall provide Commerce with a report detailing the calculation of commissions owed, including the relevant revenue and the number of referrals provided by Commerce. If Commerce disputes any commission calculations, the Parties shall use good faith efforts to reconcile discrepancies.
Quick Summary
If Commerce sends a new customer to you, you pay Commerce 15% of the revenue from that customer. You must report and pay this monthly.
- Referral Data which Constitutes Personal Data. The Parties agree that to the extent that prospect referral information provided by a Party to the other Party constitutes personal data, each Party will comply with the Personal Data Referral Addendum.
Quick Summary
If you or Commerce share referral information that includes personal data, you and Commerce must follow the Personal Data Referral Addendum. This ensures personal information is handled legally and securely.
