Service Terms: Merchant of Record

Version of 12 October 2026. The merchant terms are three documents read together: the General Terms and Conditions for Merchants, the Service Terms: Merchant of Record and the Data Processing Addendum. New accounts accept them during sign-up. If your account accepted an earlier version, its owner is asked to accept this one in the dashboard, and from 16 November 2026 it must be accepted to keep using Moonbase. The version your account accepted is under Account settings > Terms and conditions.

1. About these Service Terms

These Service Terms set out the terms that apply to our Merchant of Record service (the "Merchant of Record Service"). Words defined in the General Terms have the same meaning here.

2. How the Merchant of Record Service works

You appoint us as reseller and merchant of record for your Products. When a Buyer buys a Product through your storefront, checkout or the Service API, we buy the Product from you and sell it to the Buyer in our own name (each a "Transaction"). This means that we:

• are the seller on the Buyer's receipt, and are referred to, with your store, on the Buyer's card statement;

• take the Buyer's payment, through our payment partners;

• calculate, charge and pay the Sales Tax on the sale;

• deliver the Product, or access to it, as you have configured it; and

• handle refunds and chargebacks on the payment.

The seller is Moonbase AS, except that Moonbase LLC, our subsidiary in the United States, is the seller for orders with a billing address in the United States where we have set up your Account that way. Either way, we buy the Product from you: Moonbase LLC acquires the Products it sells from us. We may change which Moonbase company sells to which Buyers, including for renewals of existing subscriptions, as long as Moonbase AS remains responsible to you under the Agreement. The receipt names the seller.

Sales are governed by our terms for buyers, which the Buyer accepts at checkout and which you can read in your storefront. We may update them by notice to you; updates apply to Transactions made after they take effect. We make no promises to Buyers about your Products beyond those terms. Some countries give Buyers, especially consumers, rights that cannot be excluded; those rights apply to our sale, and your obligations to us under these Service Terms extend to them.

In Demo Mode, checkout takes no payment and creates no Transaction.

3. Your Products

You may only sell Products for which you are the provider: the Product is offered in your name, and you are the counterparty to the Buyer in the license agreement, terms of use or similar terms that apply to using it ("End User Terms"). If the Product includes third-party content, you must have the right to sell it.

You must register each Product in the Service Dashboard, with its price and the information we ask for, and keep that information accurate. You must make sure that:

• each Product matches its description and works as described;

• selling each Product to each country complies with export controls, sanctions and the other laws and requirements that apply there;

• neither the Product nor our sale of it infringes anyone's rights, including intellectual property rights; and

• the Product contains no malware, and does nothing the Buyer has not been told about.

We may deactivate a Product that we suspect breaks the Agreement or that we consider unsuitable for the Service. We will tell you promptly, and consider any request to reactivate it, but the decision is ours.

4. Your responsibilities towards Buyers

Our role as merchant of record is to handle the sale. It is not meant to move the risk of your Products to us. You carry all risks and obligations relating to your Products as if you had sold them to the Buyer yourself.

You must deliver your Products through the Service as you have configured it, and keep your download files, license keys, license generators and any other means of activating them working. You are responsible for support, updates, bug fixes and anything else the Buyer needs to use the Product after the sale.

You are solely responsible for your End User Terms and for fulfilling them. We are not a party to them.

For each Transaction, we have the same rights against you as the Buyer has against us, including the Buyer's statutory rights. We may pass Buyers' claims on to you within a reasonable time, and you will reimburse us for reasonable costs of handling claims about defects and similar issues with your Products.

You are the Buyer's first point of contact for your Products after delivery. You must deal with the complaints and claims we pass on to you, and put right a Product that does not conform, within a reasonable time we set. Where the law gives a Buyer a remedy against us, such as a price reduction or a refund, we may give it, and you bear it under this section.

If your Account closes, Buyers who bought a Product outright must be able to keep using it on the devices they have activated, for example because your Products validate licenses with our licensing SDKs, through which we turn each activated license into an offline license for its device the next time the device checks it after your Account closes, or because you give those Buyers offline licenses. Claims from Buyers who cannot are yours under this section, unless we closed your Account for a reason of our own, such as no longer offering the Service.

We send emails to Buyers in your name, using your branding and, if you have set one up, your sending domain. The receipt names us as the seller.

5. Prices, your share and invoicing

You set the price of each Product in the Service Dashboard. We charge the Buyer that price, adjusted for Sales Tax as your tax settings and the Buyer's location require, and for any discounts you have set up.

For each Transaction, we owe you the price the Buyer paid, less the Sales Tax, our fees and any affiliate commission (your "share"). We only owe you your share once the Buyer's payment has reached us, and subject to section 7.

Self-billing. You agree that we issue the invoices for our purchases of your Products from you on your behalf (self-billing). We issue one for each Payout when it closes, covering the Transactions in it, including any carried into it from earlier periods under section 6. You will not issue your own invoices for the same sales, you accept each self-billed invoice unless you tell us within 30 days of receiving it that it is wrong, and you must tell us at once if your VAT registration or tax details change. If you are a Norwegian business registered in the Norwegian VAT Register (Merverdiavgiftsregisteret), we add Norwegian VAT to the amount we pay you and show it on the invoice. Otherwise the invoice shows no Norwegian VAT, or the reverse charge where it applies. Your business details are fixed on an invoice when its Payout closes.

We also draw up an invoice for the usage fees on each Payout, which you can ask us for.

You are responsible for reporting the income you receive from us and paying any tax on it. We do not issue tax forms, such as US Form 1099, unless the law requires us to.

You must give us the information and documents we reasonably ask for to settle with you, without charge.

6. Payouts

We collect your share of each Transaction, less any other amounts you owe us, into Payouts. Payouts are made for each calendar month, unless we have agreed to pay you twice a month. A Payout period closes the day after it ends. A monthly Payout is scheduled for the 15th of the following month. With two Payouts a month, the first half of a month is scheduled for the 1st of the following month and the second half for the 15th. We send Payouts in batches after their scheduled date, and they normally arrive within 1 to 3 banking days.

If a Payout is under 50 in every currency it holds (such as 50 EUR or 50 USD), we carry it into the next Payout instead of sending it. When we send a Payout, we may convert a negative balance, or one too small to send, into the Payout's main currency at the current exchange rate.

We pay Payouts by bank transfer to your Payout Account. Our transfer provider's fee and exchange rate apply to the amount sent, and your bank may charge you to receive it.

Your Payout Account must be held in your own legal name: your own name if you sell as an individual, or your business's registered name. We may ask you to prove that it is yours, and may refuse a Payout Account at a bank in a country we cannot pay out to. When you add or change your Payout Account after Verification has been submitted, we check it before we pay into it, and your Payouts are held until we have. If there is no valid Payout Account when a Payout is due, we keep the Payout until you add one.

7. Holds, Reserves and set-off

We may place a Hold on your Payouts while:

1. Verification, or an answer to something we asked for, is required and overdue;

2. your Verification has been rejected;

3. your Payout Account is new or changed and we have not yet accepted it, or we have refused it;

4. any of the situations in section 9 of the General Terms applies; or

5. your Account is closing, as described in section 10 of the General Terms.

A Hold only stops the transfer. Payouts still close and are invoiced while they are held, your Account keeps selling unless we have also suspended it, and nothing is forfeited because of a Hold. We release a Hold when its reason has gone and pay the held Payouts, less anything you owe us.

If we reasonably believe that the refunds, chargebacks, fines, penalties or other amounts you may come to owe us will be more than your future Payouts can cover, we may keep part of your Balance as a Reserve. We will tell you the amount, or how it is calculated, and why. We review a Reserve at least every 90 days and release it, less anything you owe us, when the risk has passed, and at the latest 120 days after the Closure Date.

We may deduct from your Balance, and set off against anything we owe you, any amount you owe us, including fees, refunds, chargebacks, Sales Tax we have to pay because of incorrect information you gave us, fines or penalties our payment partners or authorities impose because of your Products or your breach of the Agreement, and the costs of claims under section 4.

8. Refunds and chargebacks

You can refund an order in the Service Dashboard within 14 days after it completed. To refund an older order, ask us through support. We may also refund a Buyer ourselves where the law, our terms for buyers, a payment partner's rules or our assessment of fraud or another risk requires it, including when your Account closes. A refund is deducted from your Balance, and the fees on the refunded sale are not returned unless the refund is needed because of our error.

When a Buyer disputes a payment with their bank or payment provider (a "chargeback"), we handle it. We deduct the disputed amount, the original fees and the chargeback fee in your Pricing Plan from your Balance, and we decide whether and how to contest it. We may ask you for information or evidence, which you must give us by the time we set. If the chargeback is decided in our favour, we return the disputed amount and the original fees, but not the chargeback fee. Chargebacks on your Products are at your risk, whatever their outcome.

9. Affiliates

You can offer affiliate contracts through the Service. You decide the terms of each contract, including the commission the affiliate earns on your sales. We pay the affiliate that commission for promoting the Products we sell, under our terms for affiliates, and deduct it, with the fee for affiliate sales in your Pricing Plan, from your Balance. A refund reverses the commission on the refunded part. A chargeback reverses all of it, and it is restored if the chargeback is decided in our favour. If you create affiliates yourself through the Service API, you must have their permission to give us their information, and their Payouts are held while yours are.

10. Indemnity and survival

You will indemnify us against claims, damages and losses arising from your Products, your End User Terms, or your failure to comply with these Service Terms, as long as we forward any third-party claim to you promptly and do not settle it without your consent. Your obligations in these Service Terms survive the end of the Agreement.