Incorporated Terms – Merchant-Client Terms

The terms below are incorporated into, and form an integral part of, the Commerce Master Services Agreement. Unless otherwise defined herein, capitalized terms shall have the meaning ascribed to them in the Agreement. Any breach of the terms below will be deemed a material breach of the Agreement.



1. Restrictions.
   1. Generally. Except as permitted and non-excludable under applicable law or Section 2 below, you will not and will not allow any third party, to: (a) resell, copy, distribute, reproduce, use or allow third-party access to the Services (except as permitted under a valid sublicense to resell); (b) decompile, disassemble or reverse engineer the Services; (c) modify or create a derivative work of any part of the Services; (d) disclose any data about the Services without the written permission of Commerce, or use the data for your own competing product development activities; (e) attempt to circumvent any user limits or other license, timing or use restrictions that are built into the Services; or (f) combine the Services with any other products, software or services, in each case unless you obtain Commerce’s prior written authorization to do so.
   2. Detrimental Practices. You agree not to (a) engage in any deceptive, misleading, illegal, or unethical practices; (b) engage in any practice that might be detrimental to Commerce; (c) make false or misleading representations regarding Commerce or the Services; or (d) publish or employ or cooperate in the publication or employment of any misleading or deceptive advertising material.
   3. Communications. You agree not to represent yourself as an agent or employee of Commerce and agree that Commerce will have primary control over any end user communication regarding the Services. You will not make any representations regarding Commerce or on Commerce’s behalf.
   4. Suspension. To the extent you nevertheless do any of the foregoing without the prior written authorization of Commerce, you will be in violation of the Agreement, and Commerce reserves the right in its discretion, to suspend or terminate access to your Services subscription or that of your end user, with or without notice, and to take any other action that Commerce determines in its discretion is necessary in order to prevent any breach of the Agreement by you or your Client.
2. Agents.
   1. Applicability. In the event you use the Services for and on behalf of your third-party client (“Client”) (i.e., as an agent of Client), the following terms will apply.
   2. Representations and Warranties. You represent and warrant that:
      1. You have the authority as agent for Client to bind Client to the Agreement.
      2. You have all rights and permissions necessary to act on behalf of Client (including but not limited to accessing and making decisions with respect to Client’s account and providing Client’s content to Commerce).
      3. All of your actions related to the Services will be within the scope of your agency.
      4. You have full power and authority to enter into the Agreement and to perform all of your obligations hereunder.
   3. Contractual Relationship. You will promptly provide Commerce written confirmation of the relationship between you and Client, which must be sent to the email address specified in the Notices provision of the Agreement and include, without limitation, Client’s written acknowledgment that:
      1. You are Client’s agent and are authorized to act on Client’s behalf in connection with the Services and to enter into the Agreement.
      2. Client’s use of the Services will be governed by the Agreement.
      3. Client’s use of the Services may be immediately terminated and/or suspended due to your failure to pay applicable charges.
   4. Notices. Any notices that Commerce is required to provide shall be provided to you and/or Client as determined by Commerce in its sole discretion based on the circumstances and designated contact information for notices available to Commerce in the Services.
   5. Disputes. Without limiting the generality of applicable provisions of the Agreement, in the event of a dispute regarding ownership of Client’s store, Commerce, at its sole option and without any obligation to do so, may address the dispute as follows:
      1. suspend the Client’s store;
      2. prevent you from operating Client’s store without Client’s consent; and/or
      3. make any intellectual property of Client (including domain names, images, product listings) available to Client; provided, however, that such content will exclude any content developed by you.
   6. Cooperation. You will use commercially reasonable efforts to cooperate with Commerce in enforcing the Agreement.