OpenMerchant Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between OpenMerchant Inc, a Delaware corporation (“OpenMerchant,” “we,” “us,” or “our”), and the business or other legal entity that accepts these Terms (“Merchant,” “you,” or “your”).

These Terms govern your access to and use of OpenMerchant’s websites, dashboards, application programming interfaces, hosted endpoints, catalog-publishing tools, discovery services, transaction-enablement services, analytics, and related services (collectively, the “Service”).

These Terms are for businesses, not consumers. If you accept these Terms for an organization, you represent that you have authority to bind that organization. A shopper’s purchase from a Merchant is governed by the Merchant’s terms and policies, not by these Terms.

By creating an account, accepting an order form, connecting a payment or commerce account, importing a catalog, enabling discovery, enabling agent checkout, or otherwise using the Service, you agree to these Terms.

1. Definitions

For these Terms:

• “Agent Surface” means an AI assistant, agent, application, protocol registry, search or discovery surface, or other third-party service that requests, displays, ranks, or transacts with Merchant Content.
• “Agent Transaction” means a Customer Transaction initiated by an agent and processed through a Merchant-authorized OpenMerchant API, endpoint, or checkout integration, with records linking that integration to the captured payment. A catalog view, referral, or prior impression alone does not make an unrelated payment an Agent Transaction.
• “Connected Account Data” means information relating to your connected payment account and activity on that account, including account, customer, transaction, payment, refund, dispute, risk, and payout information made available to OpenMerchant.
• “Customer” means a person or entity that purchases or considers purchasing a Merchant Offering.
• “Customer Transaction” means a sale by Merchant to a Customer.
• “Gross Transaction Amount” means the total amount successfully captured from a Customer in an Agent Transaction, including the price of the Merchant Offering and any taxes, shipping, service charges, or other amounts included in the captured payment, unless an Order Form expressly excludes a component.
• “Merchant Content” means catalogs, listings, product or service data, prices, inventory, availability, policies, trademarks, images, descriptions, reviews, and other content that you provide, authorize us to retrieve, or make available through the Service.
• “Merchant Offering” means a product, service, reservation, subscription, digital item, or other offering sold by Merchant.
• “Order Form” means an ordering document, online signup or activation flow, or other written agreement that identifies Service features, fees, limits, or commercial terms.
• “Payment Provider” means Stripe or another third-party payment processor, acquirer, wallet, credential provider, or payment service connected to the Service.

2. The Service

OpenMerchant provides business-to-business commerce discovery and conversion-enablement software. Depending on your configuration, the Service may:

• Import or synchronize a merchant-authorized storefront, catalog, or feed;
• Convert Merchant Content into supported agentic-commerce formats;
• Host, sign, version, and publish endpoints;
• Establish and administer merchant-authorized UCP profiles, signing keys, and Google Merchant Center integrations under Section 6;
• Submit or register Merchant Content with supported Agent Surfaces;
• Route quotes, orders, payment instructions, refund requests, and status messages;
• Enable direct charges on a Merchant’s connected payment account;
• Measure supported discovery activity and attributable transactions; and
• Provide reporting, fraud-prevention, support, and audit tools.

Agent Surfaces and Payment Providers are independent third parties. OpenMerchant does not guarantee that any Agent Surface will index, display, rank, recommend, approve, or purchase a Merchant Offering; that any protocol or surface will remain available; or that publication will produce impressions, traffic, orders, or revenue.

We may add, change, limit, or discontinue Service features. If an Order Form includes a committed Service term, the Order Form controls to the extent it conflicts with these Terms.

3. Accounts and authority

You must:

1. Be a lawfully operating business, including a sole proprietorship, or other organization capable of entering a contract;
2. Provide complete, accurate, and current account, ownership, tax, business, website, product, and contact information;
3. Keep credentials and API keys secure and promptly notify us of suspected compromise;
4. Ensure that each person using your account is authorized and complies with these Terms; and
5. Use the Service only for your own disclosed business, unless OpenMerchant expressly approves another arrangement in writing.

You are responsible for activity conducted through your account, except to the extent caused by OpenMerchant’s breach of these Terms. You may not use one account to process transactions for an undisclosed merchant, aggregate unrelated sellers, or allow another business to use your connected payment account.

3.1 Onboarding attestation and continuing certification

When you sign up, connect a Payment Provider, activate publication or agent checkout, add a Merchant Offering, and each time you use the Service, you represent, warrant, and certify that:

• Merchant is a lawfully operating business, sole proprietorship, nonprofit, or other organization approved by OpenMerchant and has all registrations, licenses, permits, and authority required for its business and Merchant Offerings;
• All information provided to OpenMerchant and each Payment Provider—including Merchant’s legal name, ownership, representatives, addresses, websites, business model, industry, Merchant Offerings, fulfillment practices, and expected transaction activity—is complete, accurate, current, and not misleading;
• Merchant is using the Service only for the disclosed business and not for an undisclosed seller, submerchant, business line, product, or service;
• Merchant and every Merchant Offering are permitted under applicable law, these Terms, OpenMerchant’s policies, and the then-current rules of the applicable Payment Provider and Agent Surface;
• Merchant has obtained any written approval required for a restricted business, product, service, or jurisdiction before enabling it through the Service;
• Neither Merchant nor, to Merchant’s knowledge after reasonable diligence, its owners, representatives, or relevant counterparties is subject to applicable sanctions or located in a jurisdiction where the transaction is prohibited; and
• Each Customer Transaction represents a bona fide purchase of a disclosed Merchant Offering that Merchant has the legal right and reasonable operational ability to deliver.

This certification is continuous, not limited to initial signup. Completion of Stripe or another Payment Provider’s onboarding does not mean that OpenMerchant or that provider has approved every Merchant Offering, business line, jurisdiction, or future change.

3.2 Duty to report changes

Merchant must notify OpenMerchant before making a material change where reasonably possible, and otherwise immediately after becoming aware of it. Material changes include changes to:

• Legal name, entity type, ownership, control, representatives, address, operating country, bank account, tax status, licenses, or regulatory status;
• Business model, industry, product or service categories, websites, domains, statement descriptors, or the identity of the business fulfilling an order;
• The sale of regulated, age-restricted, high-value, preordered, subscription, travel, medical, financial, cryptocurrency-related, or other restricted offerings;
• Typical fulfillment timing, cancellation or refund practices, inventory model, or use of drop shipping or third-party fulfillment;
• Expected transaction volume, average order value, cross-border activity, or other activity that materially changes the risk profile previously disclosed;
• Financial condition, solvency, dispute rate, refund rate, complaint volume, fraud activity, data-security posture, or ability to fulfill outstanding Customer Transactions; or
• Any material Payment Provider inquiry, warning, reserve, processing or payout limitation, suspension, termination, or request for remediation that relates to Merchant, a Merchant Offering, or activity conducted through the Service.

Merchant may not activate a materially changed or newly restricted business line or Merchant Offering until OpenMerchant and the applicable Payment Provider have completed any required review and approval.

4. Merchant is the seller and merchant of record

4.1 Customer Transactions are between Merchant and Customer

For every Customer Transaction, Merchant—not OpenMerchant—is the seller and merchant of record. Merchant must be identified to the Customer before purchase and on the order confirmation or receipt. Where supported, Merchant must use a recognizable statement descriptor associated with Merchant.

Merchant is solely responsible for:

• The legality, accuracy, quality, safety, availability, pricing, and description of each Merchant Offering;
• Customer support, fulfillment, shipping, delivery, performance, warranties, returns, cancellations, refunds, recalls, and complaints;
• Providing an itemized order confirmation or receipt for each Customer Transaction;
• Taxes, duties, registrations, licenses, and regulatory obligations;
• Customer disputes, chargebacks, reversals, fines, penalties, and negative balances arising from Customer Transactions; and
• Compliance with applicable law, card-network rules, Payment Provider terms, and the policies disclosed to the Customer.

OpenMerchant does not take title to Merchant Offerings and does not become the seller or merchant of record by publishing Merchant Content, transmitting an order or payment instruction, facilitating a refund, or receiving a disclosed platform fee.

For OpenMerchant's own Transaction Fees charged to Merchant, OpenMerchant Inc is the service provider and contracting seller. Those business-to-business fees are separate from the Customer's purchase from Merchant.

4.2 Funds flow

For Stripe transactions offered under these Terms, OpenMerchant creates direct charges on Merchant’s connected Stripe account, so the charge is made by Merchant and settlement proceeds are credited to Merchant’s payment account. For another Payment Provider, the charge must similarly be made through Merchant’s own approved merchant account unless the parties expressly agree otherwise in writing.

OpenMerchant does not independently custody Customer settlement funds. OpenMerchant may transmit payment instructions, process scoped or tokenized payment credentials, and receive the OpenMerchant fees described in Section 8.

Contractual allocation in these Terms does not override a Payment Provider’s technical configuration, rules, or rights. If a proposed integration would make OpenMerchant the merchant of record or cause Customer funds to settle to OpenMerchant before Merchant, it requires a separate written agreement and must not be used under these Terms alone.

5. Payment Provider accounts and authorization

5.1 Stripe Connect

If you connect a Stripe account:

• You authorize OpenMerchant to access and use only the Connected Account Data reasonably necessary for business and identity verification (KYB/KYC), compliance review, and the transaction, billing, security, support, and account functions you request, as limited by Section 13 and our Privacy Policy; technical access to an account does not authorize unrelated use of its data;
• You authorize OpenMerchant, within the permissions you grant, to create and manage direct charges, pass payment and order information, retrieve transaction status, initiate or facilitate refunds, receive webhooks, collect disclosed application fees, and perform other activity described during onboarding or in an Order Form;
• You authorize OpenMerchant to share Connected Account Data and instructions with Stripe as necessary to provide the Service;
• You agree to the applicable Stripe Connected Account Agreement and other Stripe terms; and
• You acknowledge that Stripe may collect, use, retain, disclose, restrict, or require information under its own agreements and privacy policy.

If Merchant is enabled for Stripe Agentic Commerce Seller Services, Merchant also:

• Authorizes OpenMerchant to designate Merchant to Stripe and applicable Agent Surfaces as a participating seller;
• Agrees to the obligations applicable to Merchant under the Stripe Agentic Commerce Seller Services Terms and applicable payment-method rules;
• Authorizes an applicable Agent Surface to create a shared or scoped payment token and, where supported, initiate a checkout session for an authorized Customer Transaction;
• Will use shared or scoped payment credentials only for the authorized transaction and permitted post-transaction support, will not reuse an expired, revoked, or single-use credential, and will provide any usage report required by Stripe’s documentation; and
• Will maintain complete and accurate Stripe profile, catalog, order, fulfillment, customer-service, and tax information.

You may revoke OpenMerchant’s access by disconnecting the account using available account controls. Revocation may immediately disable payment, refund, reconciliation, and other Service features and does not affect previously incurred obligations.

OpenMerchant will not conduct new account activity or retrieve new Connected Account Data after the applicable authorization has been withdrawn. Outstanding obligations do not create authority to bypass revoked access. When Stripe sends OpenMerchant a Connected Account Agreement update that OpenMerchant is required to pass to Merchant, OpenMerchant will promptly provide that notice.

5.2 Other Payment Providers

If you connect another Payment Provider, you authorize the equivalent access and activity described during onboarding and in the applicable Order Form. You remain responsible for your agreement with that Payment Provider.

Tokens and payment credentials are not universally portable. Routing a Stripe-originated credential or other payment data to a non-Stripe processor is allowed only through the expressly supported and authorized integration, with required provider agreements, credential scopes, usage reporting, and security controls. Where Stripe Orchestrated Services apply, Merchant must comply with those applicable terms and must not describe Stripe as the processor of a payment actually processed by another provider. OpenMerchant may disable an unsupported processor route; merchant consent does not override a provider prohibition.

5.3 Provider action and losses

A Payment Provider may reject onboarding, require additional information, impose reserves or limits, suspend processing or payouts, reverse transactions, or terminate an account. OpenMerchant does not control a provider's independent decisions; this does not excuse OpenMerchant's own breach or unauthorized activity.

Merchant-of-record status and direct charges do not by themselves determine responsibility to Stripe for negative balances, fees, or platform-caused losses. The applicable Stripe agreement, account configuration, and any approved risk arrangement control that responsibility. These Terms allocate obligations between Merchant and OpenMerchant and do not reduce either party's obligations to Stripe. If Stripe Managed Risk applies, Merchant must use required onboarding and risk controls and must not disable required protections.

Merchant must maintain sufficient funds and promptly reimburse OpenMerchant for refunds, disputes, negative balances, fees, fines, penalties, or other amounts that a Payment Provider or network charges to OpenMerchant because of Merchant’s Customer Transactions, Merchant Offerings, breach of these Terms, or misuse of the Service. This obligation does not apply to amounts to the extent caused by OpenMerchant’s breach, unauthorized activity, gross negligence, or willful misconduct.

6. Merchant Content and storefront authorization

6.1 Content license and its limits

Merchant retains ownership of Merchant Content. Merchant grants OpenMerchant a worldwide, non-exclusive, royalty-free license during the term to host, reproduce, format, adapt, sign, transmit, display, and distribute Merchant Content as necessary to provide the Service and to publish Merchant Content to Agent Surfaces at Merchant’s direction. The license is sublicensable solely to Payment Providers, Agent Surfaces, protocol registries, and service providers as necessary to provide the Service, facilitate Customer Transactions, and satisfy the technical and contractual requirements Merchant authorizes. This includes the right to grant Stripe and applicable Agent Surfaces the licenses to Merchant Content and Merchant marks reasonably required to display Merchant, provide agentic-commerce services, and facilitate Customer Transactions. OpenMerchant will not identify Merchant in a public customer list, press release, or case study without Merchant’s permission.

This license does not authorize sale of Merchant's non-public data, unrelated advertising, or general-purpose AI training by OpenMerchant. Merchant acknowledges that a separately enabled provider may require its own catalog license: for example, Stripe's Agentic Commerce Seller Terms permit certain catalog use for personalization, development, improvement, retention, and distribution. OpenMerchant's narrower use commitments do not rewrite a provider's independently accepted terms. Before activating an integration, Merchant must be shown its applicable terms and material data disclosures. If a provider's required rights conflict with Merchant's instructions, that integration must remain disabled until the conflict is resolved; no broader license is silently granted by this paragraph.

6.2 Storefront authority and accuracy

You represent and warrant that:

• You own Merchant Content or have all rights needed for OpenMerchant and Agent Surfaces to use it as contemplated by these Terms;
• You control, operate, or are expressly authorized to import each website, account, catalog, or feed connected to the Service;
• Merchant Content and Merchant Offerings are accurate, current, lawful, non-infringing, and not misleading; and
• Prices, inventory, availability, fulfillment estimates, and policies supplied through the Service are consistent with the terms Merchant will honor.

OpenMerchant may require domain, account, business-email, or other ownership verification. You may not use the Service to scrape, copy, impersonate, or publish another seller’s storefront or content without authorization.

6.3 UCP profiles and signing-key authority

When Merchant enables a Universal Commerce Protocol (UCP) integration, Merchant appoints OpenMerchant as its limited technical representative to perform the following for the identified merchant account, domains, and approved offerings:

• Create, host, register, maintain, and update Merchant's UCP business profile and associated endpoint, capability, version, payment-handler, and public-key configuration;
• Generate and securely manage merchant-scoped signing-key pairs, or use keys Merchant securely supplies and is entitled to delegate; publish public verification keys and associated identifiers in authorized profiles or key-discovery locations;
• Use the corresponding private keys to authenticate and sign Merchant-authorized protocol messages, checkout responses, order updates, and webhooks, and verify incoming messages according to the supported protocol;
• Rotate, retire, revoke, or replace keys and update public metadata for maintenance, migration, incident response, or termination; and
• Exchange necessary profile and transaction information with the participating surface or protocol service.

This authority is limited to operating Merchant's enabled integration and carrying out Merchant's lawful instructions. It is not authority to sign unrelated contracts, act as the Customer, fabricate a Customer mandate, change bank ownership, authorize an unapproved charge, or operate for an undisclosed seller. A technical signature establishes message authenticity and integrity; it does not by itself prove Customer consent, lawful sale, delivery, or guaranteed dispute protection.

OpenMerchant will restrict private-key access, protect private keys and access tokens against unauthorized disclosure, separate merchant signing contexts, and maintain key-lifecycle and material signing-operation records. Public keys may be published; private keys must not be put in public profiles, ordinary application logs, catalogs, or support messages. Subprocessors may handle keys only as necessary to provide secure hosting or signing under confidentiality and security obligations. Compromised keys may be revoked immediately, with notice when safe and legally permitted. Planned rotations will follow the integration's supported verification and cache-transition requirements.

Merchant may revoke this delegation by disabling the UCP integration or contacting support. OpenMerchant will stop new signing under revoked authority, disable its access to affected keys, and coordinate publication of revocation or replacement information. Merchant must remove obsolete public configuration on systems it controls. A migration may use replacement keys rather than exporting a non-exportable private key. Previously authorized transactions and valid record-retention duties remain in effect, but do not authorize continued signing after revocation. Public keys or signature evidence may be retained solely to verify historical records.

6.4 Google Merchant Center account operations

When Merchant specifically enables Google Merchant Center (GMC) management, Merchant authorizes OpenMerchant, through Google's supported APIs, OAuth permissions, account roles, or approved service-provider relationships, to:

• Create and configure a Merchant Center account for Merchant, or connect and administer Merchant's existing account, using the account-management or advanced-account arrangement disclosed during setup;
• Submit and maintain Merchant's business identity, addresses, contact and customer-support information, authorized domains, and required verification information;
• Assist with website verification and claiming only for domains Merchant owns or is authorized to control; a transfer or override of an existing claim requires Merchant's specific approval;
• Create, update, synchronize, or remove Merchant-authorized product data sources, offers, inventory, availability, shipping settings, tax settings where supported, return policies, policy labels, consumer notices, and checkout-eligibility settings;
• Register and maintain supported UCP profile, endpoint, and public-key information where the relevant Google interface permits it;
• Read diagnostics, account and product status, compliance notices, and available performance reports needed to operate and measure the enabled service; submit corrections or review requests based on accurate Merchant-supplied information; and
• Establish and remove service links and grant access to OpenMerchant's designated operators only to the extent needed for that disclosed management arrangement.

Merchant remains the seller and must retain appropriate access to its account and business data. OpenMerchant will disclose whether the setup is a standalone managed account or a client account linked to an advanced account and explain material access and exit consequences. Merchant is responsible for reviewing and approving its business information and substantive shipping, tax, return, and cancellation rules. Automated synchronization may implement those approved rules; it must not invent or silently weaken them. OpenMerchant may disable an unsupported or unsafe listing while it seeks clarification.

Google terms acceptance is separate. OpenMerchant may retrieve and display the applicable Google terms and record Merchant's explicit acceptance through an authorized API after Merchant agrees. These Terms alone do not authorize OpenMerchant to accept Google's terms instead of Merchant. Where Google expressly permits an advanced account's acceptance to cover client accounts, that arrangement must be disclosed and Merchant's explicit consent to the relevant Google terms must still be obtained. Material new agreements or permissions require the applicable new acceptance or authorization.

This management authority does not authorize buying Google ads, setting an advertising budget, linking an unrelated Ads account, uploading Customer Match audiences, monetizing private account data, transferring account ownership, permanently deleting a Merchant Center account, or removing Merchant's own access. Those actions require separate specific authority and any required Google approvals. OpenMerchant's fees are for its own service, not a fee imposed by Google for free listings. No Google affiliation, account approval, ranking, impressions, or checkout access is guaranteed.

Merchant may revoke access in OpenMerchant, in Google's connected-app or account-access controls, or by contacting support. OpenMerchant will stop new Google account operations under revoked authority. On exit, OpenMerchant will reasonably assist with removing its own links and permissions and handing back merchant-specific configuration and access, subject to Google's supported processes and security requirements. Closing OpenMerchant does not itself delete Merchant's independent Google account or cancel a separately authorized Google Ads campaign. Merchant data and access will not be held hostage to payment of a disputed invoice.

6.5 Surface-specific eligibility and new integrations

Stripe eligibility, a protocol-compliant profile, Merchant Center enrollment, free-listing approval, and native checkout approval are distinct. Merchant must meet the requirements of every enabled surface, country, payment method, and product category. An offering that is allowed on one integration must not be activated on another that prohibits it. OpenMerchant may withhold or remove checkout-eligibility flags, restrict publication, or require a different approved integration.

New protocols or surfaces that require new permissions, material data uses, commercial obligations, or additional agreements are not enabled merely because Merchant previously authorized another integration. OpenMerchant must obtain the required authorization first.

7. Customer disclosures, consent, and records

7.1 Required pre-purchase disclosures

Before a Customer authorizes a purchase, Merchant must provide—and authorizes OpenMerchant and participating Agent Surfaces to present—the following clearly and in plain language:

• Merchant’s legal or trading name and direct customer-support contact information;
• An accurate description of the Merchant Offering;
• The complete price, currency, taxes, shipping, service charges, and any recurring-payment terms;
• Material fulfillment, delivery, performance, access, renewal, and availability terms;
• The applicable return, refund, and cancellation policy; and
• Simple instructions for canceling or requesting a refund.

Merchant must keep these disclosures accurate and consistent across its storefront, OpenMerchant endpoints, Agent Surfaces, checkout confirmations, receipts, and support communications. Merchant may not impose a material restriction that was not disclosed before purchase.

Where a Payment Provider or Agent Surface makes a proposed checkout flow or disclosure mockup available, Merchant must review it promptly and notify OpenMerchant of any inaccurate, incomplete, or misleading disclosure. Merchant authorizes OpenMerchant to include Merchant’s terms, Privacy Policy, refund and cancellation policy, and required disclosures in Merchant Content and transaction messages.

7.2 Customer authorization

Merchant must ensure that each Customer Transaction is authorized by the Customer or by an agent acting within authority granted by the Customer. The Customer must receive a meaningful opportunity to review the Merchant, items or services, material restrictions, total amount, currency, fulfillment terms, and refund or cancellation policy before final authorization, unless applicable law and network rules permit a valid standing or delegated authorization.

7.3 Digital products and immediately available services

Merchant may designate a digital product or immediately available service as “non-refundable after first access or use” only when:

1. The restriction is displayed prominently immediately before purchase and not solely through a link to general terms;
2. The Customer affirmatively accepts the restriction;
3. First access or use is defined by an objective event, such as a successful download, meaningful access to paid content, a completed paid session, an API call, or use of a paid feature;
4. A login made solely to discover or report that access is missing or materially defective is not treated as meaningful use; and
5. The policy preserves refunds required by law and reasonable exceptions for duplicate or unauthorized charges, failure to provide access, and offerings that are materially defective or materially different from their description.

First access or use does not automatically extinguish a statutory withdrawal right. Where required, Merchant must separately obtain an express request for early performance, the applicable acknowledgment of loss of withdrawal rights, and any required durable confirmation. Rules for digital content and ongoing services differ. Merchant must not label an offering non-refundable where the relevant law or Agent Surface requires returns or refunds.

7.4 Audit records

Merchant authorizes OpenMerchant to create and retain records reasonably necessary to operate the Service, calculate fees, prevent fraud, support Customers, and respond to refunds or disputes. Depending on the transaction, records may include:

• Merchant identity and statement descriptor;
• Catalog, quote, item, price, tax, shipping, currency, and availability data;
• The policy and terms version presented to the Customer;
• How and when material terms were displayed and affirmatively accepted;
• Agent, credential-scope, session, order, payment, refund, and dispute identifiers;
• Relevant IP address, device, browser, security, login, access, download, and feature-usage events;
• Fulfillment, delivery, cancellation, refund, and support events; and
• Customer and Merchant communications submitted through the Service.

Merchant must preserve records within its control that are reasonably needed to support Customer Transactions. OpenMerchant may provide relevant records to Merchant, a Customer at Merchant’s direction, Payment Providers, card networks, Agent Surfaces, regulators, courts, or law-enforcement authorities where reasonably necessary and legally permitted. Personal information is handled under the OpenMerchant Privacy Policy and any applicable data processing agreement.

8. Fees and billing

8.1 Transaction Fee

Unless an Order Form states a different rate, OpenMerchant charges Merchant a platform fee equal to 2% of the Gross Transaction Amount of each Agent Transaction that is successfully captured (the “Transaction Fee”).

No Transaction Fee is charged for a payment that is declined, canceled, voided, or never captured. OpenMerchant may collect the Transaction Fee as an application fee deducted from a connected payment account or may invoice or charge Merchant separately. Receipt of a Transaction Fee does not make OpenMerchant the seller or merchant of record.

For multiple or partial captures, the fee applies only to the amount actually captured, without duplicate billing for the same capture. Retries, webhook redelivery, and duplicate attribution records do not create additional fees. Amounts are rounded to the payment currency's supported minor unit; the accepted billing terms must identify any conversion method for separately invoiced fees. Payment Provider processing, dispute, currency-conversion, and separately agreed surface fees are distinct from OpenMerchant's 2% fee and must be disclosed where charged or passed through to Merchant.

8.2 Discovery and optimization services

OpenMerchant currently does not charge a separate fee for catalog publication, discovery, impressions, or discovery and conversion reporting. Discovery measurements are operational analytics, not billable events under these Terms. The Transaction Fee in Section 8.1 continues to apply to eligible captured Agent Transactions.

Any future separately charged discovery or optimization service requires Merchant's affirmative acceptance of its description, price, currency, billing unit, payment timing, and cancellation terms before charges begin. OpenMerchant will not charge retroactively for previously unbilled activity or treat continued use of free discovery features as acceptance of new discovery charges.

Discovery and optimization services do not guarantee placement, ranking, clicks, purchases, revenue, or any other outcome. These Terms do not authorize sponsored placement or bidding for rank. Any future sponsored offering requires separate acceptance, necessary surface approvals, and appropriate advertising disclosures. OpenMerchant does not sell bot traffic, fabricated clicks, followers, or artificial engagement.

8.3 Reporting and billing questions

OpenMerchant will provide a dashboard, report, invoice, or other reasonable record of billable activity. Merchant must notify OpenMerchant at support@openmerchant.dev of a suspected duplicate, invalid, or incorrectly measured event within 30 days after the applicable report or invoice. OpenMerchant will investigate in good faith and credit confirmed errors or invalid events. The 30-day period does not waive rights that cannot legally be waived.

8.4 Customer refunds, disputes, and Transaction Fees

Merchant controls and is responsible for Customer refunds under the policy presented before purchase.

The Transaction Fee is earned when an eligible Agent Transaction is successfully captured. OpenMerchant does not refund or credit the Transaction Fee merely because Merchant later issues a full or partial Customer refund, or because the transaction later results in a dispute, chargeback, reversal, Customer complaint, non-fulfillment, or failure to achieve an expected result. Merchant remains responsible for the underlying Customer refund, dispute, chargeback, or reversal.

OpenMerchant will issue an appropriate credit only if OpenMerchant confirms that the Transaction Fee resulted from OpenMerchant’s own technical, duplication, attribution, calculation, or billing error. Any credit is limited to the amount incorrectly charged. An error by Merchant, a Customer, an Agent Surface, or a Payment Provider is not an OpenMerchant error merely because it affects the transaction.

Merchant must fund the full Customer refund due; retaining OpenMerchant's fee is not a reason to deduct that fee from a Customer's refund or deny a lawful refund. For example, if a US$100 captured payment incurs a US$2 OpenMerchant fee and Merchant owes the Customer a full refund, the Customer receives US$100 and Merchant bears the US$2 fee, plus any applicable provider fees.

The fee-credit rule does not eliminate remedies required by law or binding provider or network rules, excuse OpenMerchant's own breach, or limit liability that cannot lawfully be limited. Confirmed overcharges will be corrected by a fee refund or an invoice credit; if the account is closed or the credit cannot reasonably be used, OpenMerchant will return the overcharge to the original payment method where possible rather than requiring future purchases.

8.5 Payment, taxes, and changes

Merchant authorizes OpenMerchant and its billing provider to charge the payment method or connected-account balance that Merchant designates for amounts due, to the extent permitted by the applicable Payment Provider. Invoices are due on the date stated in the invoice or Order Form. Past-due undisputed amounts may accrue interest at the lower of 1.5% per month or the maximum lawful rate, plus reasonable collection costs.

Fees exclude taxes imposed on the Service. Merchant is responsible for applicable sales, use, value-added, withholding, and similar taxes, other than taxes based on OpenMerchant’s net income. If withholding is required, Merchant will provide valid documentation and, where lawful, pay amounts necessary so OpenMerchant receives the amount it would have received without withholding.

OpenMerchant may change generally applicable fees on at least 30 days’ prior notice. Changes apply prospectively and do not override a fixed rate or term in an Order Form. Introducing discovery charges requires the separate affirmative acceptance described in Section 8.2; notice alone does not authorize them.

The Refunds, Cancellations, and Fee Credits Policy provides a plain-English summary. If it conflicts with these Terms, these Terms control as between OpenMerchant and Merchant.

9. Merchant refunds and customer support

Merchant must maintain a direct, monitored support channel and handle Customer requests promptly and fairly. Merchant must:

• Make cancellation and refund instructions available before purchase, on the receipt or order confirmation, and through an accessible support channel;
• Maintain a publicly accessible merchant-specific return and refund policy stating the eligibility, return window and start date, return method and destination, condition requirements, return-shipping and restocking costs, refund-processing timing, and treatment of defective and non-defective goods; for other offerings, provide the relevant service, reservation, access, or renewal rules;
• Keep Google Merchant Center and other surface return settings, product-level exceptions, shipping commitments, and support contacts consistent with the policy accepted by the Customer; OpenMerchant's own platform-fee policy must not be substituted for Merchant's shopper policy;
• Acknowledge a refund or cancellation request within two business days and ordinarily decide it within five business days, unless the disclosed policy reasonably requires inspection, return shipment, or additional information;
• Promptly issue any refund required by Merchant’s policy, applicable law, or binding provider or network rules through the original transaction and payment method; an alternative method may be used only when the original method cannot be used and the provider's documented process and applicable law permit it;
• Avoid unnecessary steps, hidden contact methods, or misleading language intended to prevent a Customer from canceling or requesting a refund; and
• Keep Customer support and refund-status records.

OpenMerchant may route requests and facilitate payment instructions, but Merchant ordinarily makes the substantive refund decision and remains responsible for it. Within active permissions, Merchant authorizes OpenMerchant to transmit Merchant-approved refunds and refunds implementing Merchant's expressly configured rules or a binding legal, provider, or network requirement. OpenMerchant will keep the reason and transaction record and notify Merchant where permitted. This is not discretionary authority to grant unrelated refunds or to debit an account after access has been revoked.

Merchant must supply accurate fulfillment and dispute evidence by the applicable deadline, maintain sufficient available funds for refunds and disputes, and cooperate in resolving pending or failed refunds. Merchant must not issue a duplicate refund while a chargeback or refund is already resolving the same amount. A pending refund must not be described as completed. No party guarantees a favorable dispute outcome based solely on a signature, login record, or IP address.

10. Merchant eligibility, conduct, and acceptable use

Merchant must:

• Sell only through the legal entity, storefronts, domains, categories, and Payment Provider accounts disclosed to and approved for use with OpenMerchant;
• Maintain all licenses, permits, product registrations, age controls, export permissions, and professional qualifications required for each jurisdiction in which it operates or sells;
• Ensure that advertising, product claims, reviews, pricing, discounts, availability, and fulfillment estimates are truthful, substantiated where required, current, and not misleading;
• Maintain reasonable inventory, staffing, supplier arrangements, and operational capacity to honor accepted orders;
• Honor the price, description, quantity, quality, availability, delivery commitment, warranty, and policy presented to the Customer at authorization;
• Deliver only the authorized Merchant Offering and obtain new Customer authorization before making a material substitution or price increase;
• Maintain effective fraud, account-security, customer-support, cancellation, refund, fulfillment, and complaint-handling procedures; and
• Protect Customer and payment-related information and use it only for the authorized transaction, fulfillment, support, legal compliance, and other permitted purposes.

Merchant may not use the Service to:

• Offer anything illegal, fraudulent, deceptive, unsafe, counterfeit, infringing, or not authorized for sale;
• Process for an undisclosed business or misrepresent business identity, location, ownership, category, products, fulfillment, or transaction activity;
• Conceal the true nature of a business or transaction, rotate or split activity across accounts to avoid review, or use a misleading statement descriptor;
• Sell a product or service prohibited by a Payment Provider, card network, Agent Surface, protocol registry, or applicable law;
• Offer a restricted product or service without OpenMerchant’s and the applicable Payment Provider’s prior written approval;
• Add or substitute a new business line, Merchant Offering, fulfillment party, or sales jurisdiction without making the disclosures and obtaining any approval required by Section 3.2;
• Test stolen payment credentials, enable card testing, evade fraud controls, or facilitate money laundering, sanctions evasion, or unauthorized transactions;
• Create a negative-option, free-trial, recurring, or continuity program with hidden pricing, unclear renewal terms, or cancellation barriers;
• Store, reuse, sell, disclose, or transfer scoped or tokenized payment credentials except as expressly permitted for the authorized Customer Transaction and permitted post-transaction support;
• Manipulate ranking or discovery through false price, stock, availability, review, conversion, or fulfillment signals;
• Generate, purchase, or encourage fake impressions, queries, clicks, orders, or other artificial activity;
• Avoid or manipulate a Payment Provider or card network’s dispute, chargeback, fraud, reserve, monitoring, or account-review program;
• Interfere with the Service, bypass limits, reverse engineer non-public components, introduce malicious code, or access another user’s data without authorization; or
• Use the Service in a way that creates material legal, security, reputational, fraud, dispute, fulfillment, or financial risk.

Merchant must comply with the then-current Stripe Prohibited and Restricted Businesses rules for Stripe-enabled activity and equivalent rules of any other applicable Payment Provider. Restricted-business approval applies only to the entity, products, services, Stripe products, jurisdictions, and conditions expressly approved and may be modified or withdrawn. OpenMerchant may apply eligibility standards that are more restrictive than a Payment Provider’s standards.

OpenMerchant may review Merchant, Merchant Content, integrations, Customer Transactions, and related records for compliance and risk. Merchant must promptly provide requested business, product, licensing, fulfillment, policy, and transaction documentation.

Merchant must cooperate with compliance and risk reviews and promptly complete reasonable corrective actions required by OpenMerchant or an applicable Payment Provider. Cooperation does not require Merchant to waive a legal right or privilege, but Merchant must identify that limitation and provide reasonably available non-privileged information sufficient to evaluate the issue.

11. Suspension and risk controls

Access to OpenMerchant is subject to OpenMerchant’s ongoing approval. OpenMerchant may decline to onboard or support any Merchant or Merchant Offering and is not required to support a business merely because Stripe or another Payment Provider has onboarded or previously approved it.

OpenMerchant may require additional information or verification, condition access on remediation, impose reasonable product, transaction, volume, geography, or feature limits, remove a listing, or require Merchant to stop offering a product or service through OpenMerchant.

OpenMerchant may immediately pause publication, disable agent checkout, decline or block instructions, limit Service functionality, or suspend an account when reasonably necessary to:

• Prevent suspected fraud, unauthorized activity, sanctions violations, card testing, security incidents, or harm;
• Address excessive disputes, refunds, complaints, non-fulfillment, negative balances, or materially misleading information;
• Address a Merchant or Merchant Offering that is prohibited, restricted without required approval, no longer supported, or materially different from what was disclosed;
• Respond to Merchant’s failure to provide requested information, maintain required licenses, report a material change, or cooperate with a review;
• Comply with law, network rules, a Payment Provider or Agent Surface requirement, or a governmental request;
• Protect Customers, Merchants, OpenMerchant, or third parties; or
• Investigate a suspected breach of these Terms.

Where permitted by the applicable integration and reasonably necessary, OpenMerchant may also disconnect Merchant, stop initiating payments, or take or request that a Payment Provider take appropriate account, payment, or payout restrictions. OpenMerchant will not exercise authority over a connected account beyond the permissions granted by Merchant and supported by the Payment Provider.

Merchant authorizes OpenMerchant to provide relevant information to Stripe, another Payment Provider, an Agent Surface, a card network, or a governmental authority to investigate or report suspected illegal, fraudulent, deceptive, harmful, sanctioned, or policy-violating activity; reduce fraud or misuse; or comply with applicable obligations.

Where legally and operationally permitted, OpenMerchant will give notice and a reasonable opportunity to provide information or cure the issue. OpenMerchant is not required to continue processing or publication while a risk review is pending. Merchant may request review by contacting support@openmerchant.dev, but a request does not stay a restriction or require OpenMerchant to restore access.

If OpenMerchant uses Stripe Radar for Platforms as an input into a decision about Merchant, Merchant may seek human review at support@openmerchant.dev. OpenMerchant will not use that service as the sole basis for beginning or ending the merchant relationship and will provide relevant suspected signal inaccuracies to Stripe as required. Provider-supplied risk information is subject to its specific disclosure, use, and retention restrictions; these Terms do not authorize unrestricted export, resale, or reuse of that information.

12. Confidentiality

Each party may receive non-public information that is identified as confidential or should reasonably be understood to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to perform or receive the Service and will protect it using at least reasonable care. The receiving party may disclose it to personnel and service providers who need to know it and are subject to confidentiality obligations, or as required by law after giving notice where legally permitted.

Confidential Information does not include information that the receiving party can document: (a) is public without breach; (b) was lawfully known without restriction; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the other party’s Confidential Information.

Merchant Content intentionally published to public endpoints or registries is not confidential to the extent published at Merchant’s direction.

13. Privacy, data protection, and security

The OpenMerchant Privacy Policy describes OpenMerchant’s handling of personal information. To the extent OpenMerchant processes personal information on Merchant’s behalf, the parties will comply with any applicable data processing agreement.

OpenMerchant will use non-public Merchant and Customer data only for KYB/KYC and eligibility verification; the merchant-authorized catalog, discovery, UCP, Google Merchant Center, and transaction functions; and their necessary account administration, measurement, billing, security, fraud prevention, support, dispute handling, and legal compliance. It will not sell or rent that data, provide it to unrelated third parties for their own commercial purposes, use it for cross-merchant advertising audiences, or train general-purpose AI models with it. Aggregation or deidentification is not permission for an unrelated use. Public catalog publication at Merchant's direction is part of the requested service, not a promise of confidentiality for the published fields.

Necessary disclosures to Stripe, Google, participating surfaces, merchant-selected integrations, infrastructure subprocessors, and legally required recipients are permitted only as described in the Privacy Policy and applicable integration disclosures. KYC documents, private keys, and unrestricted order or customer databases must not be placed in public catalogs or supplied to discovery surfaces merely to publish offers. Google's and Stripe's own data terms govern their independent processing; OpenMerchant must not represent those providers as subject to a promise they have not accepted. Google API data is additionally subject to the use and transfer limits described in the Privacy Policy.

Merchant is responsible for providing legally sufficient privacy notices and obtaining permissions from Customers, personnel, and other individuals whose information Merchant directs OpenMerchant, Agent Surfaces, or Payment Providers to process.

OpenMerchant will maintain reasonable administrative, technical, and organizational safeguards designed to protect the Service and personal information. No system is completely secure, and OpenMerchant does not warrant that unauthorized access or security incidents will never occur. Merchant must use reasonable security practices, limit credentials to necessary permissions, and promptly report suspected incidents to support@openmerchant.dev.

OpenMerchant will notify the affected Merchant without undue delay after becoming aware of a personal-data breach affecting data processed on Merchant's behalf and provide reasonably available information and cooperation required by law or the applicable data processing agreement. Merchant must not send raw card numbers or card security codes through catalogs, ordinary APIs, support, or logs. Any integration that exposes raw card data to OpenMerchant requires separately documented scope, appropriate PCI compliance, and provider approval before activation; these Terms alone do not authorize that flow.

14. Intellectual property and feedback

OpenMerchant and its licensors retain all rights in the Service, software, documentation, designs, trademarks, and technology, excluding Merchant Content. Subject to these Terms and payment of applicable fees, OpenMerchant grants Merchant a limited, non-exclusive, non-transferable, revocable right to use the Service for Merchant’s internal business purposes during the term.

If Merchant provides suggestions or feedback, OpenMerchant may use them without restriction or obligation, provided OpenMerchant does not identify Merchant publicly without permission.

Third-party names and marks belong to their owners. References to an Agent Surface, Payment Provider, or protocol do not imply sponsorship, endorsement, or partnership unless OpenMerchant expressly says otherwise.

15. Third-party services

The Service may interoperate with third-party services selected by Merchant. Merchant’s use of those services is governed by separate terms. OpenMerchant is not responsible for third-party services, their decisions, outages, data practices, modifications, or continued availability. Merchant authorizes OpenMerchant to exchange data and instructions with connected third-party services as necessary to provide the requested integration.

16. Early access and beta features

Features identified as beta, preview, pilot, or early access may be incomplete, change without notice, have limited support, or be discontinued. They are provided for evaluation and may not be suitable for production use unless OpenMerchant expressly confirms otherwise. Merchant must use reasonable caution and maintain independent records and fallback procedures appropriate to its business.

17. Warranties and disclaimers

Each party warrants that it has authority to enter these Terms.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” OPENMERCHANT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

OPENMERCHANT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DATA OR MEASUREMENTS WILL ALWAYS BE COMPLETE OR ACCURATE; THAT AN AGENT SURFACE WILL DISPLAY, RANK, OR TRANSACT WITH MERCHANT CONTENT; OR THAT USE OF THE SERVICE WILL PREVENT FRAUD, DISPUTES, OR PAYMENT PROVIDER ACTION.

18. Indemnification

Merchant will defend, indemnify, and hold harmless OpenMerchant and its affiliates, officers, directors, employees, and agents from third-party claims, investigations, losses, liabilities, fines, penalties, damages, judgments, and reasonable legal fees arising out of or relating to:

• Merchant Content or Merchant Offerings;
• A Customer Transaction, including fulfillment, taxes, warranties, returns, refunds, disputes, or chargebacks;
• Merchant’s policies, disclosures, advertising, regulatory status, or failure to obtain required consent;
• Merchant’s violation of law, network or Payment Provider rules, or these Terms;
• Alleged infringement or misuse of third-party rights by Merchant Content; or
• Merchant’s fraud, negligence, willful misconduct, or misuse of the Service.

OpenMerchant will promptly notify Merchant of an indemnified claim and reasonably cooperate at Merchant’s expense. Merchant may control the defense, but may not settle a claim in a way that admits fault by, imposes obligations on, or fails to fully release OpenMerchant without OpenMerchant’s written consent.

Merchant's indemnity does not apply to a claim to the extent caused by OpenMerchant's own breach, unauthorized activity, gross negligence, or willful misconduct.

19. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPENMERCHANT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY MERCHANT TO OPENMERCHANT DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR (B) US$100.

The exclusions and cap do not limit Merchant’s payment obligations, Merchant’s indemnification obligations, or liability that cannot lawfully be limited. The limitations apply in the aggregate and regardless of the legal theory or failure of an essential remedy.

20. Term and termination

These Terms begin when Merchant first accepts them and continue until terminated.

Merchant may stop future agent checkout activity by disabling agent checkout or requesting closure of its OpenMerchant account through support or available account controls. Merchant may also pause catalog publication or discovery without closing its account. There are currently no separate discovery or impression charges. Disconnecting Stripe alone does not necessarily remove published listings, and disconnecting Google alone does not stop other integrations. If Merchant cannot access the relevant controls, Merchant may email support@openmerchant.dev, identifying which services should stop.

For a dashboard action, the effective stop time is the time the Service confirms the change. For an identifiable support request, it is the time OpenMerchant receives the request, even if technical removal takes longer; reasonably necessary verification protects against unauthorized closure but does not permit billing for OpenMerchant's delay after a valid request. OpenMerchant will confirm the stopped services and time. Transaction Fees may still accrue on valid transactions already authorized and initiated through the integration before the stop time if later captured within the existing authorization; no new Customer charge may be initiated under revoked authority. Previously earned fees and Customer obligations remain payable.

Either party may terminate an Order Form for material breach if the breach is not cured within 30 days after written notice, unless the breach cannot be cured. OpenMerchant may suspend or terminate immediately for fraud, illegal activity, material security or payment risk, a Payment Provider or governmental requirement, repeated policy violations, or an incurable breach.

After termination, OpenMerchant will initiate deregistration or unpublication from supported systems, but cannot guarantee when third parties will remove cached, indexed, or independently retained data. Sections that by their nature should survive do survive, including accrued payment obligations, Customer Transaction responsibilities, confidentiality, intellectual property, indemnification, limitations of liability, dispute terms, and record-retention rights.

Key and Google-account access will be revoked or handed back as described in Sections 6.3 and 6.4. Retention of historical records is subject to the Privacy Policy and does not permit new retrieval, signing, publication, or account management after the relevant authority ends. Closing OpenMerchant does not cancel a Customer's subscription or outstanding order with Merchant.

21. Changes to these Terms

OpenMerchant may update these Terms. We will provide at least 30 days’ prior notice of a material change by email, dashboard notice, or a notice on the Service, unless an earlier change is reasonably necessary for law, security, fraud prevention, a Payment Provider requirement, or a new feature that does not materially reduce existing rights. The notice will state the effective date.

If Merchant does not agree to a material change, Merchant must stop using the affected Service before the change takes effect. Continued use after the effective date constitutes acceptance. Changes do not retroactively alter accrued fees or completed Customer Transactions.

22. Governing law and disputes

These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in New York County, New York.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE. Claims must be brought on an individual basis and not as a plaintiff or class member in a purported class, collective, or representative action.

Nothing prevents either party from seeking temporary or injunctive relief to protect intellectual property, Confidential Information, security, or against unauthorized access.

23. General terms

The parties are independent contractors. These Terms do not create a partnership, joint venture, fiduciary, franchise, employment, or agency relationship, except for the limited technical authorizations expressly granted to OpenMerchant.

Merchant may not assign these Terms without OpenMerchant’s prior written consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets if the assignee agrees in writing to these Terms and is not a competitor of OpenMerchant. OpenMerchant may assign these Terms to an affiliate or in connection with a merger, reorganization, financing, or sale of assets.

Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.

If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain effective. Failure to enforce a provision is not a waiver. No person other than the parties has rights under these Terms.

An Order Form controls over these Terms for conflicting commercial terms. An applicable data processing agreement controls for conflicting personal-data-processing terms. These Terms, incorporated policies, and Order Forms are the entire agreement about the Service and supersede prior or contemporaneous agreements on that subject.

24. Contact and legal notices

Service, billing, privacy, and security questions: support@openmerchant.dev
Legal notices: legal@openmerchant.dev

Notices to Merchant may be sent to the email address associated with Merchant’s account. Email notices are effective when sent, unless the sender receives a delivery failure notice.

OpenMerchant Inc
United States