1. Definitions

"Commet", "we", "us", "our": Commet Labs Inc., operating the billing and payments platform at commet.co.
"Service": The Commet platform, including the dashboard, APIs, SDKs, checkout, and all related tools.
"Seller": A business or individual that creates an organization on Commet to sell products or services.
"Buyer": An end customer who purchases a product or service through Commet's checkout or invoicing.
"Product": Any software, service, subscription, or digital good offered by a Seller through the Service.
"Merchant of Record" (MoR): The entity legally responsible for processing transactions, collecting taxes, and handling compliance for Buyer purchases.
"Transaction": A payment processed through the Service between a Buyer and a Seller.
"Chargeback": A reversal of a Transaction initiated by a Buyer's bank or card issuer.
"Payout": The transfer of funds from Commet to a Seller after deducting applicable fees and taxes.

By creating an account or using the Service, you agree to these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

These Terms apply to all Sellers. Buyers are subject to the checkout terms presented at the time of purchase.

3. Description of Service

Commet is a Merchant of Record billing platform that enables Sellers to measure consumption and charge Buyers. The Service includes:

Subscription, usage-based, credits, and seat-based billing
Checkout and payment processing (via Stripe as payment infrastructure)
Tax calculation, collection, and remittance
Invoice generation and delivery
Merchant of Record services
SDKs, APIs, and CLI tools for integration
Customer portal for Buyer self-service

4. Merchant of Record

Commet acts as the Merchant of Record for Transactions processed through the Service. This means:

Commet is the seller on record. Buyers purchase from Commet, and the Product is delivered or licensed by the Seller.
Tax responsibility. Commet calculates, collects, and remits applicable sales tax, VAT, GST, and other consumption taxes on behalf of the Seller. Sellers remain responsible for their own income tax obligations.
Compliance. Commet handles payment compliance, PCI DSS requirements, and transaction-level regulatory obligations.
Refunds and disputes. Commet manages refund processing and chargeback responses as described in Sections 8 and 9.

Commet reserves the right to decline to act as Merchant of Record for any Seller or Transaction at its sole discretion.

5. Account Requirements

5.1 Registration and Business Validation

To use the Service as a Seller, you must:

Create an account and provide accurate information about your organization
Complete Commet's business validation process
Be approved before processing Transactions

Commet validates that your business and products comply with our Acceptable Use Policy. Accounts that do not pass validation will not be able to process Transactions. Commet may request additional information or reject applications at its discretion.

5.2 Payout Account Verification

To receive Payouts, you must complete Stripe's identity and account verification process. This is handled directly by Stripe and may include identity verification, business documentation, and bank account details. Commet does not store this information — it is collected and managed by Stripe under Stripe's terms.

Until your payout account is verified, funds from Transactions will be held by Commet and released upon successful verification.

5.3 Account Security

You are responsible for maintaining the security of your account and API keys. You must notify us immediately of any unauthorized access. Commet is not liable for losses resulting from unauthorized use of your account.

5.4 Organization Structure

Each Seller organization on Commet is fully isolated. Roles within an organization (owner, admin, member) carry different permissions. The organization owner is ultimately responsible for the organization's compliance with these Terms.

6. Acceptable Use

The Service is designed exclusively for digital products, software, and SaaS businesses. You agree not to use the Service to sell or facilitate:

Physical goods or products requiring shipping
Human-delivered services (consulting, freelancing, managed services)
Adult content or NSFW material
Gambling, betting, or lottery services
Financial services, trading signals, or investment advisory
NFTs, cryptocurrency assets, mining, or staking services
Pharmaceuticals, medical advice, or weight loss products
Counterfeit goods or products that infringe on intellectual property
Multi-level marketing or pyramid schemes
IPTV or unauthorized streaming services
Game hacks, cheating services, or ban bypass tools
Fake reviews, testimonials, or engagement manipulation
Spam, bulk messaging, or fraud evasion tools
License reselling without authorization
Stolen or private data reselling
Any product or service that violates applicable laws

For the full list of restrictions, see our Acceptable Use Policy.

Commet reserves the right to suspend or terminate any account that violates this section, with or without notice. We may also refund affected Buyers at our discretion.

7. Fees and Payments

7.1 Transaction Fees

Commet charges 4.5% + $0.40 USD per successful Transaction. This fee is deducted from each Transaction before Payout and includes payment processing, tax calculation, and remittance services.

The total fee may vary depending on the payment method, currency, and applicable processing rates. For non-USD Transactions, fees are calculated on the USD settlement amount.

7.2 Payouts

Payouts are initiated by the Seller through the dashboard.
Funds are subject to a holding period before becoming available for Payout.
If your payout account has not been verified, funds will be held until verification is complete.
Commet may hold funds for risk assessment, fraud prevention, or chargeback reserves.
Additional transfer fees may apply to each Payout.

7.3 Fee Changes

Commet reserves the right to modify fees with 30 days' written notice. Continued use of the Service after the notice period constitutes acceptance of the updated fees.

8. Refund Policy

As Merchant of Record, Commet handles refunds for Transactions processed through the Service.

Seller-initiated refunds. Sellers may issue full or partial refunds at any time through the dashboard. When a full refund is issued, the associated subscription is automatically canceled.
Commet-initiated refunds. Commet may issue refunds at its discretion in cases of fraud, Acceptable Use violations, or Seller non-delivery.
Buyer refund requests. Buyers may contact Commet to request a refund. Commet will evaluate refund requests and may process them at its discretion.
Fee handling. Commet's platform fees are non-refundable. Stripe's processing fees may be non-refundable depending on the refund timing.
Partial refunds. Partial refunds are supported and processed proportionally.

9. Chargeback Handling

Buyer obligation. Buyers should contact Commet support before initiating a chargeback with their bank.
Chargeback response. Commet may respond to chargebacks using available transaction evidence. The extent of chargeback defense is at Commet's discretion.
Seller cooperation. Sellers must provide requested documentation to support chargeback disputes within the timeframe specified by Commet.
Chargeback fees. Chargeback fees imposed by payment processors will be passed through to the Seller.
Excessive chargebacks. Commet reserves the right to suspend or terminate accounts with excessive chargeback rates.

10. Tax Obligations

10.1 Commet's Responsibility

As Merchant of Record, Commet:

Calculates applicable sales tax, VAT, GST, and other consumption taxes
Collects taxes from Buyers at checkout based on their billing address
Remits collected taxes to the appropriate tax authorities
Issues tax-compliant invoices to Buyers

10.2 Seller's Responsibility

Sellers are responsible for their own income tax, corporate tax, and similar direct tax obligations arising from revenue earned through the Service. Sellers should consult their own tax advisors regarding their specific obligations.

Tax documentation required for Payouts (such as W-9 or equivalent) is collected by Stripe as part of the payout account verification process, not by Commet.

11. Data and Privacy

Your use of the Service is governed by our Privacy Policy. By using the Service, you consent to the collection and use of data as described therein.

Sellers who process personal data of EU/EEA individuals through the Service should review our Data Processing Addendum, available upon request at legal@commet.co.

12. Intellectual Property

The Service, including its software, APIs, SDKs, design, and documentation, is owned by Commet and protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to use the Service for its intended purpose.

Sellers retain all rights to their Products. By using the Service, Sellers grant Commet a limited license to display Product information as necessary to facilitate Transactions.

13. Confidential Information

Each party agrees to keep confidential any non-public information received from the other party, including but not limited to business data, transaction details, and technical information. This obligation survives termination of these Terms for a period of two years.

Confidential information does not include information that is publicly available, independently developed, or lawfully received from a third party.

14. Warranties and Disclaimers

The Service is provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.

Commet does not warrant that the Service will be uninterrupted, error-free, or secure. Commet does not endorse or assume responsibility for the quality, safety, or legality of any Seller's Products.

15. Limitation of Liability

To the maximum extent permitted by law, Commet shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost data, or business interruption.

Commet's total aggregate liability under these Terms shall not exceed the greater of (a) $100 USD or (b) the total fees paid by you to Commet in the 12 months preceding the event giving rise to the claim.

16. Indemnification

16.1 Seller Indemnification

You agree to indemnify, defend, and hold harmless Commet from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

Your use of the Service or violation of these Terms
Your Products, including any claims of infringement, defect, or non-delivery
Your violation of applicable laws or regulations
Any dispute between you and a Buyer that is not related to Commet's MoR obligations

16.2 Commet Indemnification

Commet will indemnify you from claims arising directly from Commet's failure to remit taxes properly collected through the Service, provided you promptly notify Commet and cooperate in the defense.

17. Term and Termination

17.1 Term

These Terms are effective from the date you create an account and remain in effect until terminated.

17.2 Termination by Either Party

Either party may terminate these Terms at any time by providing written notice. Upon termination:

Access to the Service will be revoked after existing subscription periods conclude
Outstanding Payouts will be processed within 30 business days, subject to any holdback for chargebacks or refunds
Seller remains liable for fees incurred before termination
Commet may retain transaction data as required by tax and financial regulations

17.3 Termination by Commet

Commet may suspend or terminate your account immediately and without notice if:

You violate the Acceptable Use Policy
Your chargeback rate exceeds acceptable thresholds
You fail to complete required business validation or payout account verification
We reasonably believe your account is being used for fraud

17.4 Effect of Organization Deletion

When a Seller deletes their organization, all associated data (customers, subscriptions, invoices, usage data, API keys) is permanently deleted. This action is irreversible. Transaction records may be retained as required by law.

18. Dispute Resolution

18.1 Informal Resolution

Before initiating formal proceedings, both parties agree to attempt to resolve disputes through good-faith negotiation for a period of 30 days after written notice of the dispute.

18.2 Binding Arbitration

If negotiation fails, disputes shall be resolved through binding arbitration administered by JAMS under its Streamlined Arbitration Rules. The arbitration will be conducted in English. Commet will pay arbitration filing fees for claims under $75,000.

18.3 Class Action Waiver

You agree that disputes will be resolved on an individual basis only. You waive any right to participate in a class action, collective action, or representative proceeding. You may opt out of this waiver by sending written notice to legal@commet.co within 30 days of accepting these Terms.

18.4 Exceptions

Either party may seek injunctive relief in court for intellectual property infringement. Either party may bring claims in small claims court if the claim qualifies.

19. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law provisions. The Federal Arbitration Act governs the arbitration provisions of Section 18.

20. Changes to Terms

Commet reserves the right to modify or replace these Terms at any time, at its sole discretion. Changes are effective immediately upon posting to the Service. We may, but are not obligated to, notify you of changes via email or through the platform. It is your responsibility to review these Terms periodically. Continued use of the Service after any changes constitutes acceptance of the updated Terms.

21. General

Entire Agreement. These Terms, together with the Privacy Policy and any applicable DPA, constitute the entire agreement between you and Commet.
Severability. If any provision is found unenforceable, the remaining provisions remain in effect.
Assignment. You may not assign these Terms without Commet's written consent. Commet may assign its rights in connection with a merger, acquisition, or sale of assets.
No Waiver. Failure to enforce any provision does not constitute a waiver of that provision.
Force Majeure. Neither party is liable for delays caused by events beyond reasonable control.

22. Contact

For questions about these Terms, contact us at legal@commet.co.