Service Terms - Merchant of Record

About these Service Terms

These Service Terms set out the specific terms and conditions applicable to the Merchant of Record service (the “Service”).

Service description

The Service is intended for software providers seeking to streamline their global distribution and payment processes. We act as a reseller towards the buyers (“Buyers”) of the software products registered for distribution via the Service Platform (the “Products”), through an embedded check-out solution on the associated website(s) as registered in the User Account (each a “Webstore”). This also means that we undertake responsibility for processing and managing transactions with Buyers for the distribution of your Products (each a “Transaction”).

The list of jurisdictions that are supported by the Service at any time (each a “Territory”), as determined by the location of the Buyer in each purchase, can be found in the Service Description. The list may be updated and amended with reasonable notice to you, or immediately in case of changes necessitated due to circumstances beyond our reasonable control. We do not undertake to support any particular Territories. A Product will be offered to all supported Territories except as otherwise configured by you through the Service Dashboard.

Our provision of the Service to you will consist of the following main elements, always subject to the terms and conditions of our Agreement:

• setting you up as a provider on the Service Platform, thereby allowing you to distribute your Products through the Service;

• providing you with access to the Service Dashboard and the Service API to manage your use of Service and to view certain other information as permitted by the functionality of the Service Platform;

• acting as your merchant of record in transactions with Buyers; and

• providing you with payment for Products sold by us following the agreed terms for payment and settlement.

More information about the service can be found at our website.

Product Requirements

You may only use the Service for the distribution of software products for which you are the software provider, meaning that the software product is offered in your name and that you will be the counterparty to the Buyer or end-user in any license agreement, terms of use or similar end-user arrangement required to use the Product.

To register and enroll a Product in the Service, you must register it in the Service Platform via the Service Dashboard. You must provide such information as is required in the registration process, and update the information as necessary to keep it accurate, current, and complete at all times.

Without limiting the generality of the foregoing:

• You will ensure that each Product conforms to the information provided by you and that the information registered in the Platform is accurate, current, and complete at all times.

• You will ensure that the sale of each Product to each Territory will comply with all applicable export laws and regulations and that each Product will comply with any applicable regulations and requirements in each Territory.

• You will ensure that each Product, and our sale of the products to Buyers in each of the Territories, will not infringe upon the rights of any third party, including intellectual property rights.

We reserve the right to deactivate any Product that we suspect violates our Agreement, or that we deem unsuitable for distribution through the Service. We will promptly notify you upon making such a decision, and consider any request from you to reactivate the Product. However, any such decision remains solely at our discretion.

Our Transactions with Buyers

You appoint and authorize us as merchant of record for the sale of the Products for sale to Buyers in the Territories, on the terms and conditions of the Agreement.

We will resell your Products at the price specified by you, as your merchant of record, governed by our standard terms and conditions for Buyers as available to you through our Service Dashboard at the time of each purchase. We shall undertake no additional representations, warranties, or commitments to the Buyers in respect of the Products. We may at any time, at our sole discretion, update our standard terms and conditions for Buyers, and will notify you of any such changes by email or any other reasonable means we choose. The updated terms will take effect 30 calendar days after our change notification, or such later date specified by us in the change notification.

Certain jurisdictions may mandate minimum statutory rights for Buyers, particularly consumers, or entities with analogous roles. You acknowledge that any such rights will also apply to any transactions between us and Buyers, and apply correspondingly to your obligations under this Agreement. It is your responsibility to identify and determine the extent and nature of such rights in each Territory.

Your Products will be delivered to the Buyer through a downloadable link where applicable, as configured by you via the Service Dashboard.

Pricing and Settlement

We will charge the Buyer the price that you have registered for your Product, with the addition of Sales Tax as applicable to the Territory of the Buyer. Your pricing of the Product is subject to your pricing obligations as set out in section 5 below.

The price payable by us to you for a Product (as resellers) will be the price received by us from the Buyer for that Product, minus the applicable Sales Tax and our service fee in respect of the sale. We shall only be liable to pay you for our sale of a Product if and when corresponding payment has been received from the Buyer, and subject to section 3 below.

You shall issue any invoices as further specified by us, and supply us with such other information and documentation, as is reasonably requested by us to complete the settlement between us by the Agreement. Such cooperation from you is a condition for our corresponding payment obligation to you, and you may not charge us any fee for such cooperation. We may issue reverse charge invoices for our purchase of Products from you as part of the Service.

We will perform settlement for Products sold via the Service every month with a two-week delay, primarily through a net payout mechanism where we offset the amounts owed by you to us against the amounts owed to you by us.

Your responsibilities

You acknowledge that the main purpose of our appointment as your merchant of record is to assist in the distribution of your Products in the Territories. You agree that your use of the Service is not intended to transfer any actual risk on us in respect of the Product as (re)sellers and that you will assume all risks and obligations relating to the Product sold through us as if you were the seller in our transaction with the Buyer.

You must configure the Webstore to connect with the Service. You must also, provide and maintain the applicable download facilities for delivery of your Products to the Buyer, and for providing any license keys or similar activation mechanism required to activate and use your Products.

You must register and set the price for each Product via the Service Dashboard. The price registered shall be the price that shall be payable by the Buyer for the Product in the applicable currency, excluding Sales Tax and any fees owed by you to us for the Service.

The price for a Product may not without our prior written consent be set lower than the price charged for that Product through other distribution channels that you control. You will not without our prior written consent charge the Buyer any additional fee for a Product than the price registered with and charged by us in each Transaction. This includes charges for any additional modules and services, subscriptions, upgrades, “in-app” purchases, and similar items that are either required for the Product to work or that require the Product to work. Any attempt to collect such additional fees from the Buyer without our consent, directly or indirectly, will constitute a material breach of this Agreement. Any consent to such additional charges from us will typically be subject to corresponding payment to us.

To ensure recourse for us, mirroring the Buyer's rights against us to any sale and purchase of your Products, we shall in each Transaction have the same rights against you as the Buyer has against us, including any those arising out of any statutory rights of the Buyer. Additionally, we shall be afforded a reasonable timeframe to pass along any Buyer claims to you, and you shall reimburse us for reasonable costs incurred in addressing claims from Buyers of defects and similar issues with the Product.

You consent to the transfer and novation of our purchasing agreement with the Buyer in each Transaction to you, by the provisions stated in our agreement with the Buyer or when otherwise required by us after we provide the Product to the Buyer. As part of such transfer, we will also transfer all relevant data that we hold regarding the Buyer, and which is deemed necessary to fulfill the purchase agreement with the Buyer.

You are solely responsible for the contents of, and the execution and fulfillment of, any agreements between you and the Buyer relating to a Product, including any license agreement, terms of use, or similar end-user arrangement that a Buyer is required to accept to use your Product. We shall not be a party to any such arrangements and shall have no responsibility for any such matters.

In the event of a chargeback or similar action related to the payment for a purchase of your Product, we shall be entitled to make a corresponding claim towards you. We will notify you of any chargebacks as soon as we become aware of them. Unless you provide us with explicit instructions to contest the chargeback within such deadlines reasonably set by us, the chargeback will be deemed accepted by you. We may refuse to contest a chargeback if you fail to provide a reasonable justification and evidence that the chargeback is unjustified. You agree that any chargeback claim relating to your Product is your risk, and undertake to indemnify and hold us harmless for any costs incurred in our handling of a chargeback claim, regardless of outcome.

Your obligations as set out above shall survive the termination of this Agreement. You shall indemnify and hold us harmless against any claims, damages, or losses arising from your failure to comply with your obligations. This indemnification is contingent upon our prompt forwarding of any third-party claims received from you, and we shall not consent or otherwise concede to any such claim without your prior consent.