Incorporated Terms – Jurisdiction-Specific Terms

The terms below are incorporated into, and form an integral part of, the CommerceMaster Services Agreement. Unless otherwise defined herein, capitalized terms shall have the meaning ascribed them in the Agreement. The following terms supplement, replace or modify the referenced terms for Customers domiciled in the jurisdictions below.

1. EMEA.
   1. European Union and United Kingdom. For Customers domiciled within the European Union or the United Kingdom:
      1. Arbitration. The ‘Arbitration Agreement and Class Action Waiver’ section of the Agreement is supplemented with the following two additional provisions:| Internal Dispute Resolution. If you are a business established within the European Union or the United Kingdom, you are also eligible to make use of our internal dispute resolution process in the event of any Dispute. The internal dispute resolution process is free of charge and Commerce endeavors to address all matters within a reasonable time frame, while incorporating the principles of transparency and equal treatment, and also treating submissions in a manner which is proportionate to their importance and complexity, as described in European Union Platform to Business Regulation (2019/1150) (”P2B”). If you are eligible for this service you may submit your inquiry to trustandsafety@commerce.com. EU P2B Mediation. Consistent with the European Union Platform to Business Regulation, if you are a business established within the European Union or the United Kingdom, Commerce is also willing to engage voluntarily in certain types of mediation to attempt to reach resolution regarding a Dispute, conditioned on your good faith participation and subject to the terms prescribed by P2B. Commerce will cooperate in good faith in mediation through the London office of JAMS or the New York office of the AAA. Any attempt to reach an agreement through mediation of a Dispute shall not affect any of Commerce’s other rights or remedies, including the right to initiate judicial proceedings at any time before, during or after the mediation process.
      2. Modifications. The ‘Modifications’ section of the Agreement is modified by inserting the following additional sentences at the end of the section: Notwithstanding the foregoing, if you are a business established within the European Union or the United Kingdom, the Changes shall take effect 15 days following Commerce notifying you by email (or by posting a revised version of the Agreement incorporating the Changes in the event your email address is no longer valid, is blocked, or is otherwise not able to receive the notice). If you are a business established within the European Union or the United Kingdom and you object to the Changes you have the right to terminate your subscription with us by providing us with a notice of termination before the Changes take effect.
      3. Term. The ‘Term’ section of the Agreement is modified by inserting the following additional sentence: Notwithstanding the foregoing, if you are a business established within the European Union or the United Kingdom we will provide you with at least 30 days notice prior to terminating your subscription(s) unless (i) we have a legal or regulatory obligation or justification to earlier terminate your subscription(s), or you have (ii) committed multiple or repeated violations of theAgreement, (iii) used the Website or the Services to offer illicit or inappropriate content, (iv) your use of the Website or Service creates concerns with respect to the safety of a good or service, (v) is suspected to involve counterfeiting, fraud, malware, or spam, (vi) may create data breaches or other cybersecurity risks or (vii) you offer goods or services unsuitable for minors.
      4. Eligibility. The ‘Eligibility’ section of the Agreement is modified by inserting the following additional subsection at the end of the section: The Services and the Website are only directed at merchants that do not qualify as "consumers" within the meaning of Directive 2011/83/EU; therefore specific national consumer protection laws and regulations do not apply.
      5. Late Payments. The ‘Late Payments’ section of the Fees and Billing Terms is modified by replacing the first sentence of the section with the following: If Service fees are not paid on the Billing Date, interest will accrue on such outstanding fees at the rate of 8% above the European Central Bank’s base rate per annum.
   2. France. For Customers domiciled in France:
      1. Acceptance.
         1. The preamble of the Agreement is modified by replacing the first sentence of the third paragraph with the following: If you have created a store (including a trial store), then you agreed to the Agreement in the process of creating that store.
         2. The preamble of the Mobile App Terms is modified by replacing the final sentence of the paragraph with the following: If you have created a store (including a trial store) and installed the Commerce Mobile Application (the “Application”) on a device, then you agreed to the Agreement and these incorporated Mobile App Terms in the process of creating that store and installing the Application.
      2. De Plein Droit. All rights of either party to terminate the Agreement as set forth in the Agreement and Incorporated Terms are as of right (“de plein droit”).
      3. Exclusion of Certain Damages. The ‘Exclusion of Certain Damages’ section of the Agreement is modified by deleting the words “CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL”.
      4. Survival. The first sentence of the ‘Survival and Equitable Relief’ section under the ‘Confidentiality’ section of the Master Service Agreement is replaced with the following: Survival and Equitable Relief. The terms of this Section will survive for as long as the Confidential Information remains confidential and in any case for no longer than ten (10) years after the termination or expiration of the Agreement.
      5. Late Payments. The ‘Late Payments’ section of the Fees and Billing Terms is modified by replacing the last sentence of the section with the following: Additionally, in the case of late payment, a lump sum compensation of forty (40) euros, or of a higher amount upon justification, may be charged to you by Commerce for any costs of collection.
   3. Germany. For Customers domiciled in Germany:
      1. Acceptance. The preamble of the Agreement is amended to include the following additional sentences at the end of the third paragraph: The text of the Agreement as well as the Incorporated Terms will be made available to you electronically as a download or sent to you via email and will continue to be made available on the Website. Section 312i para. 1 sentence 1 no. 1 to 3 German Civil Code (BGB) shall not apply.
      2. Contracting Entity. The ‘Contracting Entity’ section of the Agreement is modified by replacing the first sentence of the section with the following: “Commerce” means the Commerce entity with which you are entering into this Agreement, i.e. Commerce Software Ireland Ltd, 32 Merrion Street Upper Dublin 2, D02KW80, Ireland, registration number 631113.
      3. Survival. The first sentence of the ‘Survival and Equitable Relief’ section under the ‘Confidentiality’ section of the Terms of Service is replaced with the following: Survival and Equitable Relief. The terms of this Section will survive for as long as the Confidential Information remains confidential and in any case for no longer than ten (10) years after the termination or expiration of these Terms.
   4. Sweden. For Customers domiciled in Sweden:
      1. Acceptance.
         1. The preamble of the Agreement is modified by replacing the first sentence of the third paragraph with the following: If you have created a store (including a trial store), then you agreed to the Agreement in the process of creating that store.
      2. The preamble of the Mobile App Terms is modified by replacing the final sentence of the paragraph with the following: If you have created a store (including a trial store) and installed the Commerce Mobile Application (the “Application”) on a device, then you agreed to the Agreement and these incorporated Mobile App Terms in the process of creating that store and installing the Application.

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