This Vendor Agreement between third parties (“you”) and Curling Class (“us” or “we”) (the “Agreement”) sets out the terms
for listing your Product(s) and Service(s) on the Curling Class Site.
1. Revenue Sharing.
We will pay you:
For Products or Services that you list with us:
- 80% of the Gross Net Revenue that we collect for each Product or Service initially purchased.
- “Gross 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,
- We will pay you the Revenue Share on a monthly basis within
30 days of the end of each calendar month for which Revenue Share is
received by us, after deductions for refunds.
- To the extent a refund or reversal occurs after a payment has been made to you, we will deduct the
applicable 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 that you acquired through Curling Class for your Product on a recurring basis (e.g., monthly), outside of the Curling Class website, you will pay us:
- 20% of the Recurring Net Revenue that you collect in connection
with a customer’s subscription for the Product (“Recurring Revenue
- “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 curlingclass.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 Curling Class Site, you agree:
- to develop and provide ongoing maintenance, updates, and complete support for the Products,
maintain your Product Page (defined in Section 4 below) and vendor
page and provide accurate and complete information (including a
description of the Products and contact information for customers to
contact you for support),
- to not use the word “official” when describing the Product (defined in Section 4 below),
not display any link that leads to a third party site on either your
Product Page or your vendor page on the Curling Class Site,
- to not
subvert or override Curling Class marketplace connections in core — for
example, extensions cannot create branded top level menu items or
introduce their own telemetry,
- to not promote products not on the marketplace in your Product,
- to use core features, as much as possible,
- to use Curling Class support systems,
- to keep your contact information current,
- to follow our Service Requirements (as described below),
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.
will comply with Curling Class’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.
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 Curling Class Policies and Procedures, and does not contain malware,
viruses, security vulnerabilities, or other harmful code.
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 Curling Class 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 Curling Class 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.
a Product temporarily or removing a Product from future distribution
does not affect the rights of active customers with an existing, active
- 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
- 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 Curling Class’s Policies and Procedures or Curling Class’s brand guidelines;
Product or any portion thereof poses a risk of damaging Curling Class’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 Curling Class’s core platform; or
- in response to your request to terminate this Agreement or remove the Product.
- the Product or any portion
4. Our obligations.
For the Products you list on the Curling Class 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 Curling Class Site (“Product Page”) and determine the functionality
- will host your vendor page and documentation on the Curling Class Site (“Vendor Page”) 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 Curling Class brand guidelines (https://woocommerce.com/style-guide)
when using our Brand Features.
- You agree that all Products and
updates you list on the Curling Class 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
- 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.
the event this Agreement is terminated or a Product is removed from the Curling Class 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 “Curling Class” 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 Curling Class in order to facilitate sales or support of the
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
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.
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:
the Product(s) under the Applicable License and continue to sell them,
with rights to (x) all revenue generated on the Curling Class 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),
- remove the Product(s) from future distribution under the terms set forth in Section 3; and
can sell the Product(s) outside of the Curling Class Site, but you must
remove any derivative or variation of “Curling Class” from the name of the
Product(s), unless you obtain our consent.
- we can either:
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
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.
10. 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
12. 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.
13. Governing Law.
This Agreement is governed by the laws of Québec, 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” or “Services” means any software product, website theme or
plugin developed by you and listed on the Curling Class 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://curlingclass.com/privacy-policy/, https://curlingclass.com/terms-and-conditions/ and the Curling Class 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.
“Curling Class Site” means the web pages and websites at the curlingclass.com domain, or any successor domain designated by us.