General Terms and Conditions for Merchants

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. Introduction

We are Moonbase AS, a Norwegian limited liability company with company registration number 931 730 258 and our registered address at Utsikten 6, 3718 Skien, Norway. We provide a platform that lets software providers sell their software and digital products to buyers around the world, with us as the merchant of record.

These General Terms and Conditions for Merchants (the "General Terms") govern your use of our services. "We", "us" and "our" mean Moonbase AS. "You" and "your" mean the business or person that holds the Moonbase account (the "Account") and accepts these terms.

Your agreement with us (the "Agreement") consists of the following documents, which are all shown together on this page:

• the Service Terms for Merchant of Record (the "Service Terms");

• the Data Processing Addendum (the "DPA");

• your Pricing Plan; and

• these General Terms, including their Annex.

If the documents conflict, the DPA takes priority on the processing of personal data on your behalf. Otherwise the documents take priority in the order listed. References to a document are to the version in effect at the relevant time.

The Agreement is formed when the owner of your Account (see section 4) accepts these terms in the Service Dashboard, and the owner confirms that they are authorised to bind you. Your Team Members are bound through you and are not asked to accept them. Our staff can never accept terms on your behalf, even when they are signed in to your Account to help you.

Some sales to buyers are made by Moonbase LLC, our subsidiary in the United States, as described in the Service Terms. Moonbase AS remains your counterparty under the Agreement and is responsible to you for all amounts payable to you under it.

2. Definitions

Balance means the net amount owed between us for a period: what we owe you for Products sold, less fees, refunds, chargebacks, affiliate commissions, taxes and other amounts you owe us. A Balance can be negative.

Buyer means a person or business that buys or receives one of your Products through the Service.

Closure Date means the day your Account closes.

Controller Data and Processor Data have the meanings given in section 13.

Demo Mode means the state of an Account before it is Live. Live means that we have approved the Account to take real payments.

Hold means our decision not to transfer a Payout, or part of one, for the time being, as described in the Service Terms. Reserve means part of your Balance that we keep back to cover future refunds, chargebacks or other amounts you may owe us.

Payout means the transfer of a positive Balance to you, and Payout Account the bank account you have given us for Payouts.

Pricing Plan means the fees that apply to your Account, as shown in the Service Dashboard under Account settings. Our standard prices are published at https://moonbase.sh/pricing.

Privacy Policy means our privacy policies, as updated from time to time: the one for merchants, available at https://app.moonbase.sh/privacy-policy, which covers you, your Team Members and Verification, and the one for Buyers, linked from your storefront and checkout.

Product means a software product or other digital product that you sell or give away through the Service.

Sales Tax means any tax, duty or fee payable to a governing body for the sale of a product or service, including VAT, GST and sales tax, and any import tax, duty or fee for its delivery into a jurisdiction.

Service means the services we provide to you under the Agreement, including the Merchant of Record service described in the Service Terms.

Service API means our application programming interfaces and software development kits, described at https://moonbase.sh/docs. Service Dashboard means our web interface for managing your Account. Service Platform means the systems we operate, directly or through our suppliers, to provide the Service, including the Service Dashboard and the Service API, but not public networks or anything you control.

Team Member means a person you have given access to your Account.

Verification means our checks of who you are, who owns and controls you, what you sell and where we pay you, as described in section 5.

3. The Service and the Service Platform

We provide the Service through the Service Platform. We describe the Service and its features on our website and in our documentation, and offer support through the Service Dashboard and by email.

You may only use the Service Platform for its intended purposes in connection with the Service, in line with normal standards of fair and acceptable use. Your access is personal to you, and you may not resell, share or redistribute the Service or the Service Platform unless the Agreement allows it.

We work to keep the Service Platform available and working, but it is provided "as is" and "as available". We will try to tell you in advance about scheduled maintenance and about significant disruptions.

You are responsible for the information you submit to the Service Platform. Anything registered or done through your Account is treated as done and signed electronically by you.

The Service Dashboard shows the options available to you. We may vary features between Accounts, plans and users, and may change, add or remove features over time. We will tell you in advance about material changes and try to keep disruption to a minimum. You are responsible for adapting your own systems to changes in the Service API.

You must not try to manipulate or get around the intended operation or limits of the Service Platform. Anything done that way is invalid, whether or not you receive an error message.

You are responsible for your own systems and for connecting them to the Service Platform, including your website and any storefront, integration or license generator you set up.

We monitor the use of the Service Platform to keep it secure, to prevent fraud and abuse, to comply with the law and the Agreement, and to improve the Service. We may limit or suspend access that disturbs the Service Platform, comes from a compromised Account, or breaks the Agreement. We will tell you why, and what you can do to restore full access, unless the law or a security risk prevents it.

4. Your Account and your team

You must keep the information on your Account accurate, current and complete, including your business details, contact details and Payout Account. We may rely on the information you give us.

The Account belongs to you, not to any of the people who use it. Its owner is the person who created it, unless we have since made someone else the owner. Some actions are reserved for the owner, such as accepting the Agreement and its updates, Verification, changing the Payout Account and removing Team Members. If the owner leaves you or can no longer act for you, we will make another person the owner once you have shown us, to our reasonable satisfaction, that they are authorised to act for you. Anyone on the Account can invite Team Members, who can then act on the Account on your behalf. You are responsible for everything your Team Members do, as if you had done it yourself.

You must keep your sign-in details secure and tell us at once if you suspect that your Account has been compromised. We may then suspend access or take other steps to protect you and the Service. We are not liable for misuse of your Account caused by your negligence or by circumstances outside our reasonable control.

Our staff may open your Account to support you, to review it, and to operate the Service. Changes they make in your Account are recorded with their name.

5. Verification

As the seller of your Products, we have to know who we work with and who we pay. You must complete Verification before your Account can go Live, and you must keep it up to date for as long as the Agreement lasts. We may also ask an Account that is already Live to complete Verification, and we will tell you by when.

In Verification, and at any later time, we may ask you to:

• tell us whether you sell as an individual or as a business, where you are based, what you sell and where;

• give us your legal details, such as your legal name, address, registration number, tax and VAT numbers, and how much you expect to sell;

• name the people behind the Account: for a business, the person who represents it and everyone who owns 25% or more of it or otherwise controls it;

• have each of those people verify their identity with our identity provider, which checks an identity document and a photo of the person against it;

• send us documents, such as a registration extract, proof of address, proof that the Payout Account is yours, your ownership structure, evidence that a person may act for you, or a tax registration certificate;

• answer questions about your business, your Products, your customers or particular transactions; and

• confirm or correct information you have given us before, or have a person verify their identity again.

Everyone named in Verification must be at least 18 years old. You must have each person's permission to give us their information, and must make sure they have seen our Privacy Policy.

When we ask for something, we will tell you what we need and by when. Unless we say otherwise, you have 14 days to answer. You confirm that everything you give us is true and complete, and you must tell us within 14 days if it changes, in particular if the people who own or control you change, or if your legal name, address or country changes.

We may ask again at any time, for example when a period has passed since your last Verification, when your sales grow, when your ownership, country or Payout Account changes, when refunds or chargebacks rise, or when something suggests a risk.

We decide whether your Verification is approved, using our own judgement and risk assessment. If we cannot approve it, or if you do not give us what we asked for by the time we set, we may, as we consider appropriate:

• keep your Account in Demo Mode;

• place a Hold on your Payouts;

• suspend some or all of the Service; or

• close your Account under section 10.

We will tell you what we decided and, where we can, why. The law or our obligations to authorities and payment partners may prevent us from explaining some decisions.

We use the information we collect in Verification as Controller Data, as described in our Privacy Policy.

6. What you may sell

You may only use the Service to sell Products that you have the right to sell, as described in the Service Terms. You may not use the Service for the products, activities or countries listed in the Annex to these General Terms, or for anything that breaks the law or the rules of our payment partners.

We may decide that a Product, a business or a way of selling is outside what we can support, even if it is not listed in the Annex, for example because of the risk it carries for us, our payment partners or Buyers. We may then deactivate the Product, refuse to approve your Account, or take the steps described in sections 9 and 10.

7. Demo Mode and going Live

Every Account starts in Demo Mode. In Demo Mode you can set up your Products and test the Service, but checkout takes no payment, no Payouts are made, no affiliate commission is earned, and you can issue no more than 100 licenses in total. Orders made in Demo Mode are test orders: they create no sale between us and the Buyer.

Your Account goes Live only when we approve it, normally by approving your Verification. Once Live, it does not return to Demo Mode.

8. Fees and payment

You pay the fees in your Pricing Plan. They can include fees per transaction, fees for some payment methods and currencies, a fee for sales that pay an affiliate, a fee per Payout, a fee per chargeback, and usage fees, such as fees for license validations or campaign emails above the amounts included each month.

We collect our fees by deducting them from what we owe you: fees on an order are deducted from your share of that order, and other fees are deducted from your Payouts. Fees are not returned when an order is refunded, unless the refund is needed because of our error.

If you are established in Norway, our fees include 25% Norwegian VAT. Otherwise the reverse charge mechanism applies to our fees where it applies. You are responsible for any other taxes and levies on your use of the Service.

We may change our fees by notice to you. We will give you at least 30 days' notice before we increase a fee or introduce a new one for a Service you already use.

If your Balance is negative, we deduct the amount from your later Payouts. If it has not been covered within 60 days, or when your Account closes, we may invoice you for it, and you must pay the invoice within 14 days. We may charge interest on late payment at the rate set under the Norwegian Late Payment Interest Act (forsinkelsesrenteloven).

We may set off any amount you owe us against any amount we owe you, under the Agreement or otherwise. Your payment obligations are not affected by a suspension of the Service, unless the suspension is caused by our breach of the Agreement.

You agree to receive invoices and other documents from us electronically.

9. Suspension

We may suspend all or part of the Service for you, or place a Hold on your Payouts, if:

1. you do not pay an amount you owe us when it is due;

2. you do not complete Verification, or do not give us what we asked for by the time we set;

3. you breach the Agreement and do not remedy the breach within a reasonable deadline we set;

4. you sell, or try to sell, something described in the Annex or otherwise outside section 6;

5. we have reason to suspect fraud or another illegal use of the Service, unusual or suspicious transactions, or an unusual level of refunds or chargebacks;

6. we have reason to believe that providing the Service to you could break the law, sanctions, or the rules of our payment partners, or expose us to liability or serious reputational harm; or

7. a law, a court, an authority or a payment partner requires it.

A suspension can take the form of a Hold, deactivating Products, turning off checkout, limiting access to the Service Dashboard or the Service API, or a combination of these. We will tell you what we have suspended and why, unless the law prevents it. We will investigate, and we will lift the suspension when its reason has gone. Where the reason is an unpaid amount, we lift it once the amount is paid. If the reason persists, we may close your Account.

10. Term and closing your Account

The Agreement starts when it is formed and lasts until your Account is closed.

You may close your Account at any time by asking us through support. We will close it promptly, normally within five business days.

We may close your Account with 30 days' notice, for example because we stop offering the Service. We may close it straight away, or with shorter notice, in any of the situations in section 9 that we consider serious or that you have not remedied, or if you have not used the Service for a long time. Either of us may also terminate the Agreement if the other is in material breach and does not remedy it within 30 days of being told, or becomes subject to bankruptcy, liquidation, dissolution or similar proceedings.

When your Account closes:

1. your storefront, checkout, customer portal and the Service API stop working for your Account, and your Team Members can no longer sign in to it. Your Buyers can no longer activate licenses on new devices, but licenses they have already activated keep working where your Products' software supports it (see section 4 of the Service Terms);

2. your Buyers' subscriptions are not renewed, and each ends at the end of the period its Buyer has paid for. Where a Buyer could not use what they paid for in that time and asks us, or the law requires it, we refund them. The refunds are deducted from your Balance, and if your Balance does not cover them, the difference is an amount you owe us;

3. we stop your integrations, webhooks and scheduled emails and revoke your API keys;

4. for 30 days after the Closure Date you may ask us, through support, for an export of your Processor Data. During that time we may, at our discretion, reopen the Account at your request;

5. 30 days after the Closure Date we delete your Processor Data as described in the DPA, and the user accounts of Team Members who have no other Account;

6. we keep your Balance for 120 days after the Closure Date to cover refunds, chargebacks and other claims that arrive after it. We then settle it: we pay a positive Balance to your Payout Account, whatever its size, or invoice you for a negative one; and

7. we keep Controller Data for as long as our Privacy Policy says, for example the records of sales to Buyers for 10 years from the end of the year of the sale, as VAT rules require, and other accounting records for 5 years from the end of the financial year.

Rights and obligations that arose before the Closure Date, or that arise afterwards from sales made through the Service, continue until they are fulfilled. Settling your Balance does not end them: we may invoice you for refunds, chargebacks and other claims on earlier sales that arrive after it. Sections that by their nature should survive the end of the Agreement do so.

11. Limitation of liability

We are not liable for any failure to comply with the Agreement caused by circumstances beyond our reasonable control, or for any circumstance that is not a breach of the Agreement by us.

We are not liable for consequential, indirect or special losses, including loss of profit, loss or corruption of software, equipment or data, loss of production, loss of opportunity, harm to reputation or loss of goodwill.

Our total liability under the Agreement is limited to the fees you paid us in the 12 months before the first incident giving rise to your claim. This limit does not apply to our obligation to pay you your Balance.

The remedies in the Agreement are your only remedies for a breach of the Agreement by us. Nothing in the Agreement limits liability that cannot be limited by law, including liability for gross negligence or wilful misconduct.

12. Intellectual property

Subject to the Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to use the Service Platform in connection with the Service. You acquire no other rights in the Service or the Service Platform, which remain ours or our licensors'.

You grant us a royalty-free, non-exclusive, worldwide licence to use, copy, store, display and distribute the content and data you or anyone on your behalf provide to the Service, such as Product files, descriptions, images and your branding, to the extent needed to provide the Service, to comply with the law, to protect the Service and to enforce the Agreement. We may sublicense these rights to our suppliers for the same purposes. You warrant that this use will not infringe anyone's rights, and you will indemnify us against claims, damages and losses arising if it does.

We may use data that does not identify you, your Buyers or any other person, such as aggregated statistics, to operate, secure and improve the Service.

We may use any feedback you give us about the Service for any purpose, without obligation to you.

13. Personal data

We process personal data in two roles under the EU General Data Protection Regulation ("GDPR"), as it applies in Norway and the European Economic Area, and other data protection laws that apply.

Controller Data. We are an independent controller of the personal data we need as the seller of your Products and as your counterparty: Buyers' orders and the records of each sale, payments, refunds, chargebacks and the evidence we keep for Sales Tax, fraud prevention and consumer law; your Account, your Team Members and their use of the Service Platform; Verification; Payouts, invoices and fees. We decide how we process Controller Data, and our Privacy Policy describes it.

Processor Data. For everything else that the Service holds about your customers, we process personal data on your behalf, and you are the controller. This includes customer accounts and profiles, licenses, device activations and trials, downloads, customer groups and segments, emails and campaigns sent in your name, analytics about your customers, and the data you send through integrations, webhooks and license generators. The DPA governs our processing of Processor Data, including the few purposes of our own we use it for.

Each of us is responsible for our own obligations as a controller. You must give your customers your own privacy notice that covers the Processor Data, have a lawful basis for it, including any consent the law requires for marketing, and choose the integrations you connect with care. If you give us personal data about another person, you warrant that you may do so.

14. Confidentiality

We will keep confidential the information we receive from you in connection with the Service, and will not disclose it to anyone else without your consent, except as the Agreement allows.

You will keep confidential the information you receive from us about us, the Service and the Service Platform, and will not disclose, copy or modify it without our prior written consent.

These obligations do not apply to information that:

1. is or becomes public through no fault of the party receiving it;

2. is lawfully received from a third party without a duty of confidentiality;

3. the receiving party can show it developed independently;

4. must be disclosed by law, or by order of a court, authority or regulator, as long as the disclosure is limited to what is required and the other party is told as soon as permitted; or

5. must be disclosed to provide the Service, or to exercise or enforce rights under the Agreement.

We may also share information with our suppliers and with other Moonbase group companies where needed to provide the Service, as long as they are bound by confidentiality. These obligations do not limit any duty of confidentiality imposed by law.

15. Changes to the Agreement

We may update the General Terms, the Service Terms and the DPA. We will tell you about an update by email to the owner of your Account and in the Service Dashboard, with a summary of what has changed, at least 30 days before it takes effect. We may make a change with shorter notice where the law, an authority or a payment partner requires it, or where the change only adds a new service or does not disadvantage you.

From the day an update takes effect, the owner of your Account must accept it in the Service Dashboard for you to keep using the Service. If an update has a material negative effect on you, you may terminate the Agreement by telling us in writing before it takes effect, describing the effect. If we cannot reasonably dispute it or remedy it, the Agreement ends when the update would have taken effect, and section 10 applies.

Changes to your Pricing Plan follow section 8.

16. Suppliers and assignment

We use suppliers, including other Moonbase group companies, to provide the Service. We remain responsible for them as for ourselves. Our suppliers that process Processor Data are listed in the DPA.

We may transfer our rights and obligations under the Agreement to another company by notice to you. You may not transfer yours without our prior written consent.

17. Communications

You agree to receive communications from us electronically. Notices and documents we send electronically count as written. You also agree to the use of electronic signatures.

Communications sent to the email address of your Account's owner, or shown in the Service Dashboard, count as delivered when sent. You must make sure our emails are not blocked by spam filters or similar.

Send communications to us through support in the Service Dashboard or to support@moonbase.sh. We do not have to act on communications sent through other channels.

18. General

The Agreement is the entire agreement between us on its subject matter and replaces all earlier agreements and understandings on it.

If any part of the Agreement is or becomes invalid, illegal or unenforceable, the rest is not affected.

A failure or delay in exercising a right is not a waiver of it.

We are independent parties. The Agreement creates no partnership, joint venture, agency or fiduciary relationship, and neither of us may bind the other.

The Agreement gives rights only to its parties.

19. Governing law and disputes

The Agreement and any dispute arising from it are governed by the laws of Norway.

Any dispute shall be finally settled by arbitration under the Rules of the Arbitration and Dispute Resolution Institute of the Oslo Chamber of Commerce in force at the time. Either party may seek provisional or injunctive relief before any competent court.

Annex: Products and countries we cannot support

You may not use the Service to sell:

• physical goods, or anything that has to be shipped;

• services, such as consulting, custom work, coaching or other work paid by time, rather than digital products;

• products you do not own or are not licensed to sell, including unauthorised resale, pirated or counterfeit products;

• adult content or sexual services;

• gambling, betting, lotteries, or games of chance with money or items of monetary value at stake;

• financial products or advice, including investments, trading signals, cryptocurrency tokens and NFTs;

• gift cards, stored value or anything that works as money;

• malware, spyware, or software designed to harm, deceive, track people without their knowledge, or get around security or copy protection; or

• anything illegal in the country of the Buyer or the seller, or that infringes anyone's rights.

We cannot onboard businesses or people based in, or pay out to banks in, the following countries and territories: Afghanistan, Antarctica, Belarus, the Central African Republic, Cuba, Curaçao, the Democratic Republic of the Congo, Haiti, Iran, Iraq, Libya, Mali, Myanmar, the Netherlands Antilles, Nicaragua, North Korea, Russia, Sint Maarten, Somalia, South Sudan, Sudan, Syria, Venezuela, Yemen and Zimbabwe, or regions under sanctions, such as the parts of Ukraine that are occupied. For some other countries we carry out enhanced checks, and may ask for more documents.

We may update this Annex at any time where the law, sanctions or our payment partners require it, and otherwise under section 15.