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OpenSky Merchant Fees & Payment Terms

Subject to the Merchant Agreement between OpenSky and Merchant, available at https://www.opensky.com/content/general/merchant-agreement, which is hereby incorporated by reference, the following amounts are payable by Merchant to OpenSky on the terms specified below. Any capitalized terms used but not defined herein shall have the meanings set forth in the Merchant Agreement.

Transaction Fees.

Merchant acknowledges and agrees that, subject to the “Exceptions” section below, Transaction Fees (defined below) accrue and are due to OpenSky immediately when an Order (defined below) is placed, and OpenSky will automatically calculate and invoice Merchant for Transaction Fees for the relevant Order.

The “Transaction Fee” payable by Merchant to OpenSky is assessed as a flat OpenSky Margin Percentage of each order of Products placed by a buyer using the OpenSky Platform (each, an “Order”). Transaction Fees are calculated as follows on a per Order basis: OpenSky Margin Percentage multiplied by the Gross Merchandise Value applicable to each Order. Gross Merchandise Value (“GMV”) is calculated as follows on a per Order basis: Product Deal Price + Product Shipping Price + any tax (if and as applicable to that Order).

Definitions: (i) the “OpenSky Margin Percent” means a nonrefundable 3% credit card processing fee (the “Credit Card Fee”) plus: (a) 8%, solely in the case of the portion of the OpenSky Platform available at pickperfect.com; and (b) 15% with respect to all other portions of the OpenSky Platform (including without limitation those available at opensky.com, 55mulberry.com and dotandbo.com); (ii) the “Product Deal Price” means the transaction price payable by an applicable buyer for each Order (the “OpenSky price” minus any applicable credits, coupons or discounts); and (iii) the “Product Shipping Price” means the particular amount of shipping costs that Merchant offers to buyers in connection with an Order of a particular Product; in each case, as such amounts are set forth by Merchant using the OpenSky Platform in accordance with the Merchant Agreement.

Exceptions.

OpenSky may decide from time to time (in its sole discretion) not to charge Transaction Fees for certain Orders under certain circumstances, including, for example: (i) if OpenSky’s Trust and Safety Team decides to cancel an order during a security review; (ii) if a buyer cancels an Order during OpenSky’s standard “shopper regret” window (typically the 4 hours immediately following the placement of an applicable Order, subject to OpenSky’s sole discretion); or (iii) if a buyer cancels an Order before Merchant or OpenSky, as applicable, updates that Order’s status from “review” or “pending” to “processing” (as determined by OpenSky in its sole discretion). For clarity, (a) Transaction Fees will be payable for any Orders canceled by Merchant and (b) OpenSky reserves the right to independently update the status of any Order to “processing” if Merchant has not already done so within the 24 hours following the date on which such Order was placed.

Unless otherwise mutually agreed upon, OpenSky will remit to Merchant a refund of the Transaction Fees applicable to a particular Order solely in the event (i) that Order is cancelled by a buyer while in the “review” or “pending” state (as determined by OpenSky in its sole discretion); or (ii) that Order is returned by a buyer, and OpenSky determines that buyer (and not Merchant) is responsible for such return, in each case, in accordance with the terms and conditions applicable to that Order, including without limitation those available at https://www.opensky.com/content/general/merchant-quality-agreement, provided that in each such case, OpenSky will refund only the Transaction Fee applicable to that particular order less the Credit Card Fee, which is nonrefundable. For clarity, OpenSky will not refund any portion of the Transaction Fees applicable to an Order that is cancelled by Merchant for any reason whatsoever.

Merchant acknowledges and agrees that certain other agreements entered into by Merchant and OpenSky may include different or additional terms applicable to fees and any refund thereof, including without limitation any Standard Product Agreement, Premium Product Agreement or Extended Premium Product Agreement between the parties.

Order Fulfillment & Delivery.

Merchant shall deliver Products to buyers in accordance with the Agreement, including the OpenSky Merchant Quality of Service Agreement. Any failure of Merchant to comply with the OpenSky Merchant Quality of Service Agreement will be subject to the penalties and other terms set forth there. Certain portions of the OpenSky Platform may be subject to different delivery, shipment and related requirements than those set forth in the Merchant Quality of Service Agreements (including, for example, dotandbo.com).

OpenSky Platform Cross-Listing of Products.

Merchant acknowledges and agrees that by creating an OpenSky Platform Merchant account for any applicable OpenSky-controlled marketplace, website or application, Merchant grants to OpenSky the right to list and make available for sale to buyers Merchant’s Products offered through that particular marketplace, website or application through any other OpenSky-controlled marketplace, website or application as well. For example, if a Merchant lists its Products on opensky.com, without any further notice to (or consent required from) Merchant, OpenSky may (in its sole discretion) choose to list any or all of those same Products on each (or all) of 55mulberry.com, pickperfect.com and dotandbo.com.

Notwithstanding the foregoing, OpenSky shall not list those Products of Merchant that Merchant independently opts to list only on one portion of the OpenSky Platform on another portion of the OpenSky Platform without Merchant’s prior consent (email acceptable) if Merchant’s chosen portion of the OpenSky Platform imposes Transaction Fees less than those applicable to other portions of the OpenSky Platform. For example, OpenSky currently charges a lower Transaction Fee for Merchant transactions conducted through pickperfect.com, and as such, OpenSky will not list Merchant’s Products that Merchant independently chooses to list solely through pickperfect.com on any other portion of the OpenSky Platform (including without limitation those available at opensky.com, 55mulberry.com and dotandbo.com) without Merchant’s prior consent.

Payments to Merchant.

The amount equal to the GMV actually received by OpenSky from an applicable buyer (and not subsequently refunded or otherwise returned to that buyer, in whole or in part) for each Order is the amount payable to Merchant in accordance with the Merchant Agreement (including, without limitation, the portion thereof titled “Deposits”).

Membership Plan Fees.

Merchants may also purchase a monthly or annual subscription to a paid listing plan under one of the Membership Plans, as further described in the OpenSky Terms of Membership Policy.

Boost Fees.

Amounts payable by Merchant and additional terms and conditions applicable to Merchant’s participation in OpenSky’s “Boost” program are available at https://www.opensky.com/content/general/merchant-boost-agreement.

General Payments and Billing Terms.

Paid Services.

Certain of the services and features available through the OpenSky Platform may be subject to payments now or in the future (the “Paid Services”), as further described above and in the Merchant Agreement. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of the Merchant Agreement.

Billing.

We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the OpenSky Platform (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to the Merchant Agreement and any other applicable OpenSky terms and conditions. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). For example, to participate in our Boost program, you must have a valid credit card on file for use as your Boost Budget Payment Method. You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

Payment Method.

The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

Recurring Billing.

Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. For example, both Merchant membership plan fees and Boost Fees may be billed as recurring charges, with Membership Plan Fees generally charged on a monthly or annual basis and additional Boost fees charged as your initial Boost Budget is depleted, in each case in accordance with the applicable terms and conditions described further above. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO https://www.opensky.com/content/contact-us.

Current Information Required.

YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE BY CONTACTING US FROM https://www.opensky.com/content/contact-us. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

Change in Amount Authorized.

If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

Auto-Renewal for Subscription Services.

Unless you opt out of auto-renewal, which can be done by contacting us at https://www.opensky.com/content/contact-us, any subscription services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. For example, your Merchant membership plan and participation in our Boost program, respectively, may include certain automatically renewing subscription terms, each as further described in the applicable terms and conditions described further above. To change or resign your subscription services at any time, please contact us at https://www.opensky.com/content/contact-us. If you terminate a subscription service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. However, you won't be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period unless otherwise expressly set forth in any additional terms and conditions applicable to that particular subscription service.

Reaffirmation of Authorization.

Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.

Free Trials and Other Promotions.

Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at https://www.opensky.com/content/contact-us.

Updated: May 1, 2017