Commerce Partner Agreement

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 D applies if Partner enrolls in Unified Billing.

Enrollment and Scope. If Partner enrolls in Unified Billing, and Commerce approves Partner’s enrollment, Partner authorizes Commerce to act as its agent to invoice, collect, and remit payments related to a Customer’s use of Partner’s Apps, less any applicable fees, as described herein. This does not establish an agency relationship between Commerce and the Customer in invoicing, collecting and disbursing such monies. For the avoidance of doubt, Partner grants Commerce the right to enter into an agreement with the Customer with respect to Partner’s App(s) on behalf of Partner. Unified Billing does not create an agency, joint venture, or partnership relationship between Partner. For the avoidance of doubt, Commerce may, in its sole discretion, choose to not allow Partner to participate in Unified Billing.

Quick Summary 

If we approve your enrollment in Unified Billing, we will invoice, collect, and remit payments from customers for your apps.

Payment. Commerce distributes Fees to Partners enrolled in Unified Billing once a month. Payments will be made in U.S. Dollars via PayPal unless otherwise agreed in writing. Where Fees owed to Partner are greater than USD $100 at the end of each month, the Fees will be paid to Partner. If the Fees owing to Partner are less than USD $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 Fees owing to Partner from any previous month and Fees owing to Partner under the current month are USD $100 or more.

Quick Summary 

We pay you monthly in USD (default via PayPal) when your balance is at least $100; smaller amounts roll over to the next month.

Unenrollment. Partner may unenroll an App from Unified Billing by providing Commerce at least 90 days’ prior written notice to unifiedbilling@commerce.com. Upon the effective date of unenrollment, Commerce will stop invoicing new Customers for the unenrolled App, but existing subscriptions will continue until the Customer’s then-current billing cycle ends. Notwithstanding any other provision of this Agreement, Commerce reserves the right to remove any Partner’s App from Unified Billing at its sole discretion upon notice to Partner.

Quick Summary 

You can leave Unified Billing by giving us 90 days’ written notice. We can also remove your app from Unified Billing at our discretion.

Invoicing and Revenue Share. Commerce will invoice Customers for Partner’s Apps and remit all collected amounts to Partner after deducting the following: (i) 20% revenue share, (ii) a 3% processing fee on net revenue, (iii) any applicable disbursement fees, (iv) refunds, credits, chargebacks, and (v) any taxes collected by Commerce. Payments to Partner will be made monthly based on invoiced amounts, not actual collections (which may include late payment fees). Commerce will provide monthly reporting to Partner via the Partner Dashboard detailing the calculation of the payment for such month. If a Customer fails to pay, Commerce is not liable for any outstanding balance. Amounts received by Partner from Commerce will be treated as received directly from the Customer, and such payments will fully discharge the Customer’s payment obligations to Partner. Partner remains solely responsible for establishing and managing pricing with its Customers. 

Quick Summary 

We deduct a 20% revenue share, a 3% processing fee, disbursement fees, refunds, chargebacks, credits, and any applicable taxes before paying you. Payments are based on invoiced amounts, not actual collections.

Disbursement Fees. For wire transfer disbursements, a $20 USD fee applies. For non-U.S. PayPal disbursements, a 2% fee applies, capped at $20 USD. ACH and U.S. PayPal disbursements do not incur a fee.

Quick Summary 

Wire transfers cost $20; non-U.S. PayPal payments cost 2% (max $20). U.S. ACH and PayPal payments are free.

Refunds and Chargebacks. Commerce may issue full or partial refunds at its discretion. In such cases, Commerce may either, in its sole and reasonable discretion: (i) deduct the refunded amount from future Partner payouts; or (ii) require direct reimbursement from Partner. Commerce may retain its revenue share and processing fees even if a refund is issued. 

Quick Summary 

If we refund a customer, we can either deduct it from your future payouts or require you to repay it.

Cancellations. If a Customer notifies Commerce that it wants to cancel its subscription to an App, Commerce will effectuate the cancellation effective at the end of the current subscription. Partner may also initiate cancellations and provide notices to Customers via the Unified Billing API. Partner must cooperate with Commerce regarding any input on the reason for any cancellations. Partner must continue providing support to existing subscribers for the remainder of their billing cycle.

Quick Summary 

If a customer cancels, we end the subscription at the current billing cycle’s end. You must keep supporting them until then.

Auto-Renewals. For subscriptions that are automatically renewed, Partner must comply with all legal and regulatory requirements, including NACHA and card network rules. Partner must clearly disclose the following information to Customers before purchase: (i) name of subscription; (ii) length of subscription; (iii) pricing details, including any per-unit pricing if applicable; and (iv) links to Partner’s privacy policy and terms of use. 

Quick Summary 

You must clearly disclose the subscription name, length, price, and provide links to your privacy policy and terms before purchase.

Disputes and Post-Termination Obligations. If Partner disputes any payment, Partner must notify Commerce in writing within 30 days of the applicable payment, and any payment not disputed within such 30-day period will be considered valid, and no adjustment will be made. Partner remains solely responsible for ensuring the accuracy of billing details provided to Commerce and for resolving any disputes with Customers related to Partner’s App. Commerce is not a party to and assumes no responsibility for such disputes. Any disputes between Commerce and a Customer are governed by Commerce’s Master Services Agreement.﻿

Quick Summary 

You have 30 days to dispute a payment. You’re responsible for resolving disputes with your customers.

Taxes; Liability. Each Party is responsible for its own taxes. If the sale of an App is subject to applicable U.S. federal or state taxes, Commerce will collect and remit such taxes on behalf of Partner. However, Partner is responsible for any telecommunications-related taxes. 

Quick Summary 

Each party handles its own taxes. We collect and remit certain U.S. taxes on your behalf but you’re responsible for telecom-related taxes.

Conflict. In the event of any conflict or inconsistency between this Part D and any other provision in Agreement, including Part A Section ‘Fees and Payment’, this Part D shall govern with respect to Partners enrolled in Unified Billing.  

Quick Summary 

If there’s a conflict between Part D and other payment terms in the agreement, Part D rules apply.

Commerce Partner Agreement

PART D

Additional Terms Applicable to Unified Billing