This Vendor Agreement between third parties (“you”) and Automattic Inc. (“us”, “we”, or “WooCommerce”) (the “Agreement”) sets out the terms for listing your Product(s) on the WooCommerce Site.
1. Revenue Sharing.
We will pay you:
For Products you list with us exclusively:
- 60% of the Extension Net Revenue that we collect for each Product initially purchased (“Exclusive Extension Revenue Share”).
For Products you list with us non-exclusively:
- 40% of the Extension Net Revenue that we collect for each Product initially purchased (“Non-Exclusive Extension Revenue Share”).
- If you elect to receive the Non-Exclusive Extension Revenue Share, please refer to Section 8.
- “Extension Net Revenue” means (i) all revenues received by us in connection with a customer’s subscription for the Product, (ii) less any amounts for discounts, refunds, reversals, Affiliate Costs, payment processing fees, and Taxes.
- We will pay you the Exclusive Extension Revenue Share or Non-Exclusive Extension Revenue Share on a monthly basis within 30 days of the end of each calendar month for which such Exclusive Extension Net Revenue or Non-Exclusive Extension Revenue Share is received by us, after deductions for refunds and subject to our minimum payout threshold amount of US$100.
- To the extent a refund or reversal occurs after a payment has been made to you, we will deduct the applicable Exclusive Extension Revenue Share or Non-Exclusive Extension Revenue Share amounts from your future sales or, if necessary, claw back amounts from previous payments made to you.
- You are responsible for paying any taxes due on your income.
If you bill customers for your Product on a recurring basis (e.g., monthly), you will pay us:
- 10% of the Recurring Net Revenue that you collect in connection with a customer’s subscription for the Product (“Recurring Revenue Share”).
- “Recurring Net Revenue” means (i) all revenues received by you in connection your recurring billing of the customer for the customer’s use of the Product, by all customers who sign up starting with the day at which the Product will be added to the WooCommerce.com marketplace (including transaction fees and any upfront and recurring fees charged by you for use of the Product), (ii) less Taxes, returns, chargebacks, and refunds.
- You will pay us the Recurring Revenue Share monthly within thirty (30) days of the end of each calendar month. In connection with each payment, you will provide a report, based on any format requested by us, showing the calculation of the amounts paid by customers and all Recurring Revenue Share. You will maintain accurate records regarding the calculations of any amounts paid by customers and all Recurring Revenue Share.
- We may, at our expense, and advance written notice to you, examine and audit your records to verify any Recurring Net Revenue owed to us under this Agreement. We will conduct any audit, to the extent possible, in a manner that does not interfere with your ordinary business operations. If any audit reveals an underpayment of more than 5% of the amounts due to us for any month, you will reimburse us for the costs of such audit.
2. Marketplace Guidelines.
For all Products you list in on the WooCommerce Site, you agree:
- to develop and provide ongoing maintenance, updates, and complete support for the Products,
- to maintain your product page on the WooCommerce Site and provide accurate and complete information (including a description of the Products and contact information for customers to contact you for support),
- to keep your contact information current,
- to follow our Service Requirements (as described below),
- that, for as long as this Agreement is in effect, we have exclusive rights to sell the Products, and you agree not to offer the Products for sale on any other site, without our approval,
- to set fair pricing on the Product, taking into consideration our pricing recommendations and subject to certain minimum pricing we provide, and
- to provide us with written documentation on how the Product(s) work.
Our “Service Requirements” are as follows:
- You will provide clear and conspicuous notice to potential and existing customers of your Products of any terms and conditions set by you, or by any service with which your Product integrates, that are required to use the Products (“Service Terms”). These will include any terms applicable to auto-renewing payments for subscription services.
- You will comply with WooCommerce’s Policies and Procedures and ensure that the Service Terms do not violate these Policies and Procedures.
- You will develop, operate, support and distribute the Products in accordance with the Service Terms.
- You will ensure the Products comply with all applicable laws.
- You will make commercially reasonable efforts to utilize secure software design and testing procedures in connection with the Products. You will implement administrative, technical and physical safeguards (“Safeguards”) to protect end user data processed via the Product against unauthorized access, use and disclosure. You will ensure the Safeguards meet industry standards and best practices, and will regularly review the adequacy of the Safeguards to address evolving threats and vulnerabilities. We reserve the right to review the source code of the Products to confirm the Products comply with applicable WooCommerce Policies and Procedures, and does not contain malware, viruses, security vulnerabilities, or other harmful code.
- You will provide all notices, and obtain all consents, required under applicable law in connection with your collection, use and sharing of any personally identifiable information collected by you via the Product. You will only collect, use and disclose end user data in accordance with all applicable laws and your privacy policies. You will ensure the Product and complies with all applicable laws, all applicable payment card and payment association rules (including requirements of the PCI-DSS and NACHA, where applicable), and all other third-party rules applicable to payment methods accepted via the Product.
Please remember that failure to follow our Service Requirements or provide adequate support may result in low support ratings, less prominent product exposure, low sales, billing disputes, and removal of Products from the WooCommerce Site. We reserve the right to withhold revenue at any time if you do not comply with the terms of this Agreement and do not reply to our attempts to resolve an issue.
3. Removal of Products.
- While we do not take on an obligation to monitor the Products or their content, we reserve the right to suspend or remove a Product, or to remove any developer’s account from the WooCommerce Site, at any time in our discretion. We will give you 30 days’ notice before we remove a Product, but we may suspend a Product immediately for the reasons listed in A-E below. Once suspended, a Product will not be available for purchase or renewal until/unless the issue is resolved.
- Suspending a Product temporarily or removing a Product from future distribution does not affect the rights of active customers with an existing, active subscription.
- Your requests to remove a Product will require our consent, which will not be unreasonably withheld, but will take into account the best course of action to ensure continuity of service to our customers.
- In the event that we remove a Product for any of the following reasons, as determined in our sole discretion, you will be required to continue to provide support to active customers until the subscription term for that Product is due for renewal or refund purchases of customers who purchased the Product within the past year, as we reasonably determine:
- the Product or any portion thereof infringes or misappropriates any third party’s intellectual property rights or any other rights of any third party and you are not able to develop a work around or obtain a license so that the Product is non-infringing within a period of 14 days;
- the Product or any portion thereof violates any applicable law or is subject to an injunction;
- the Product or any portion thereof violates WooCommerce’s Policies and Procedures or WooCommerce’s brand guidelines (https://woocommerce.com/style-guide);
- the Product or any portion thereof poses a risk of damaging WooCommerce’s or any third party’s software or systems, or is deemed by us to have a virus or be malware or spyware;
- the Product or any portion thereof violates the terms of this Agreement;
- the Product receives legitimate low Product ratings or support ratings or is not being adequately supported by you;
- the Product becomes redundant due to a feature being rolled into WooCommerce’s core platform; or
- in response to your request to terminate this Agreement or remove the Product.
4. Our obligations.
For the Products you list on the WooCommerce Site, we:
- will conduct marketing and promotional activities using commercially reasonable efforts,
- will implement a system to provide product and support rankings (based on customer reviews and ratings) with rules to promote fairness and accuracy, and
- will host your product page and documentation on the WooCommerce Site and determine the functionality and design.
5. Intellectual Property and Ownership.
- Each Party owns its own trademarks, trade names, service marks, logos, designs and other distinctive brand features (“Brand Features”) and any intellectual property not explicitly transferred or licensed to the other Party under this Agreement.
- Each Party grants the other Party a non-exclusive, nontransferable license to use its Brand Features solely with respect to any promotional activities that directly relate to the promotion and sale of the Products. You agree to follow the WooCommerce brand guidelines (https://woocommerce.com/style-guide) when using our Brand Features.
- You agree that all Products and updates you list on the WooCommerce Site shall be licensed under GPLv2 (or later) (https://www.gnu.org/licenses/gpl-2.0.html) (the “Applicable License”) and shall be freely usable and shareable by any person on the terms of such license. You will retain the right to be referenced should any person use or modify the code or commercially exploit the Products and updates.
- For as long as this Agreement is in effect, we have exclusive rights to sell the Product(s) and you agree not to offer the Products for sale on any other site, without approval from us.
- In the event this Agreement is terminated or a Product is removed from the WooCommerce Site, (i) both Parties will continue to have rights to the then-existing documentation for the Product(s), (ii) we will retain rights to the name of the Product, and (iii) you must remove any derivative or variation of “Woo” from the name of the Product(s), unless you obtain our consent.
- We own all customer information gathered as a result of each sale of a Product, and any resources generated by WooCommerce in order to facilitate sales or support of the Product(s).
6. Selling a Product.
If you want to sell a Product to a third party, you must send us notice (including all relevant terms of the offer: price, proposed buyer, timing, etc.) and get our consent first. On receipt of notice, for a period of 30 days, we will have the right to acquire the Product (including the trademark, all associated intellectual property rights and documentation) on terms that are no less favorable (to you) than the offer you presented to us. If we waive our rights to acquire the Product, or we do not respond by the end of this 30-day refusal period, you may sell the Product on the terms of the offer that you presented to us.
7. Term and Termination.
- This Agreement will continue indefinitely until terminated by us or you (the “Term”).
- Either Party can terminate this Agreement upon 30 days’ written notice to the other Party for any reason.
- We may terminate this Agreement with immediate effect in the event that you breach any warranty, representation or material provision of this Agreement, including your obligations to provide support to customers. We will make a good faith effort to give you an opportunity to remedy certain breaches before terminating this Agreement, while taking into account the best course of action to ensure continuity of service to our customers. In such instances, we reserve the right to suspend payments to you until the breach is remedied.
- Upon termination:
- we can either:
- fork the Product(s) under the Applicable License and continue to sell them, with rights to (x) all revenue generated on the WooCommerce Site (including from subscription renewals), (y) the then-existing documentation, and (z) the Product name, and provide updates and support to customers (on our own or through a partnership with a third party), or
- remove the Product(s) from future distribution under the terms set forth in Section 3; and
- you can sell the Product(s) outside of the WooCommerce Site, but you must remove any derivative or variation of “Woo” from the name of the Product(s), unless you obtain our consent.
- we can either:
8. Non-exclusive Products
- If you elect to receive the Non-Exclusive Extension Revenue Share, we agree to waive any provisions relating to exclusivity in Sections 2 and 5 of this Agreement solely with respect to the Product.
- Notwithstanding Section 5 of this Agreement, upon removal of your Product from the WooCommerce Site, we agree that you retain rights to the name of the Product unless removal of the Product is due to any of the circumstances set forth in Section 3(A)-(F) of the Agreement.
You represent and warrant that the Products and do not (i) infringe or misappropriate the intellectual property of any third party, (ii) violate any applicable laws, or (iii) contain any malware, viruses, Trojan horses, or other malicious code.
Except as expressly set forth in this Agreement, each Party disclaims all warranties, express or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose.
You will indemnify and hold harmless us, our Affiliates, and its and their directors, officers, employees and agents from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) to the extent arising out of any third-party claim or bona fide allegation in writing related to (a) any actual or alleged breach of this Agreement by you or (b) the Products.
11. Limitation of Liability.
Except with respect to either Party’s breach of Section 12 (Confidentiality), or your breach of our Service Requirements or your obligations under Section 10 (Indemnity): (a) in no event will either Party be liable for any special, incidental, consequential, punitive or exemplary damages, even if advised of the possibility of such damages; and (b) each Party’s entire liability under this Agreement will not exceed the greater of one hundred thousand dollars or the amounts actually paid or payable to a Party under this Agreement.
“Confidential Information” means information that one Party or its Affiliate discloses to the other Party under this Agreement, and that is marked as confidential or proprietary or would otherwise normally be considered confidential information under the circumstances.
Each Party will (a) protect the other Party’s Confidential Information against unauthorized access and use, (b) use the other Party’s Confidential Information only to exercise its rights and perform its obligations under this Agreement, and (c) not disclose the other Party’s Confidential Information except to anyone acting on its behalf who need to know it in connection with the performance of this Agreement and who have agreed in writing to keep it confidential; or (ii) when legally compelled by a court or other governmental authority, provided, that it provides advance notice to the other Party to the extent permitted under applicable law.
Confidential Information excludes information that: (a) was known by the receiving Party prior to disclosure; (b) enters the public domain through no wrongful act of either Party; or (c) is disclosed to the receiving Party by a third party legally entitled to make such disclosure.
13. Entire Agreement
This Agreement sets forth the entire understanding of the Parties and supersedes any prior oral or written agreements or understandings between the Parties as to the subject matter of this Agreement.
14. Governing Law.
This Agreement is governed by the laws of California, without regard to its conflicts of laws rules.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, a Party.
“Affiliate Costs” means any amounts paid by us for affiliate programs run by us or our Affiliates.
“Agreement” means this Vendor Agreement entered into between you and us.
“Product” or “Products” means any software product, website theme or plugin developed by you and listed on the WooCommerce Site, including any updates, upgrades and new versions of such product(s), website themes or plugins.
“Party” or “Parties” as used herein means you and us.
“Policies and Procedures” mean the policies and procedures set forth at https://woocommerce.com/support-policy/, https://woocommerce.com/terms-conditions/ and the WooCommerce Developer Site, each as may be updated from time to time.
“Taxes” means any sales, use, license, value added, withholding, excise or similar federal, state or local tax that apply to the sale or use of a Product.
“WooCommerce Site” means the web pages and websites at the woocommerce.com domain, or any successor domain designated by us.