What is this document?
Various websites/apps facilitate transactions between the website’s subscribers and participating merchants. The Merchant Terms of Use/Merchant Agreement (MTOU) is the agreement that governs the relationship between the merchant and the website/app.
When would I use this document?
A Merchant Terms of Use can be used when a website/app facilitates transactions between the website/app subscribers and participating merchants, especially if the website/app enables merchants to obtain information about the website/app subscribers.
Who Signs this Agreement?
This agreement is signed by authorized representatives of both the merchant and the company providing the website/app. If the arrangements are made online, the registration/’signing’ will take place through the completion of an online form and series of ‘I accept’ buttons.
More details about this document
A Merchant Terms of Use is entered into to govern a merchant’s use of the website/app. The merchant is someone who will be providing a product or service to an end user. The parties to a Merchant Terms of Use are the customer (the merchant) , and the software service provider (the company).
A Merchant Terms of Use is a one-sided agreement is not negotiated by the parties. The agreement grants the merchant a limited license to use the website/app and related social media sites based on a subscription model for payments. The merchant has rights to post content on the website/app but grants the company a license to publish, modify, and distribute that content. The company has no responsibility to protect or enforce the merchant’s rights to its own intellectual property. The agreement anticipates the use of various promotions or reward programs for website/app subscribers. The agreement provides for limitation of the company’s liability, and merchant responsibility for the quality of its goods/services.
It also contains clauses which deal extensively with ownership of site content, intellectual property, confidential information, indemnity and liability as between the parties and the subscribers of the website/app.
What are the core elements of this document?
The core elements of a Merchant Terms of Use include: Payment Terms, License, Intellectual Property Rights, Confidential Information, Merchant’s Obligations, Marketing Commitments, Disclaimers, Limitation of Liability, Indemnities, and Dispute Resolution.
A Merchant Terms of Use may also include limitations on Reverse Engineering, Scraping etc.
Related Documents
- Terms of Use - a general agreement governing the use of a website
- Privacy Policy - part of the website setting out how private information will be used
- End User License Agreement - an agreement granting the user a license to use software or services that are distributed online
- Nondisclosure/Confidentiality Agreement - an agreement that protects confidential information
- Contractor/Consulting/Services Agreement - this type of agreement can have various names, and is used when a person is paid to provide services but is not hired as an employee. Payment can be flexible eg. money, shares or some other form of compensation.