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We recommend that you review the terms and conditions of our standard Wix Payments Revenue Share Agreement. 

When you are ready to move forward and sign, please contact your account manager who will provide you an execution-ready version of this Agreement.

WIX PAYMENTS REVENUE SHARE AGREEMENT

Last updated: August 6, 2020

This Wix Payments Revenue Share Agreement (this “Agreement”) is entered into this _______________________________________ (the “Effective Date”) by and between Wix.com, Ltd. (together with its worldwide affiliates and subsidiaries “Wix”) and ___________________________________________________________ (hereinafter “Partner”) and sets forth the terms and conditions governing Partner’s eligibility for and receipt of revenue share from Wix for revenue generated from the processing fees of payments processed through certain websites Partner has registered with Wix Payments. Any capitalized terms used but not defined herein shall have the meanings given to them in the Terms (as defined below). 

WHEREAS 

Wix offers a web-based platform and tools enabling the creation, design and management of professional and functional websites through its website located at: www.wix.com, including payment services under the name “Wix Payments” (“Wix Payments”);  and

WHEREAS 

The Partner engages in the business of developing, creating and managing websites for its customers (״Partner Customers״) and wishes to form a business cooperation with Wix in order to promote the use of Wix Payments by the Partner Customers; and

WHEREAS 

Wix is willing to share a certain portion of the revenue generated from the processing fees for one or more of Partner’s eligible websites processing with Wix Payments, all subject to the terms hereunder.

NOW, THEREFORE, in consideration of the mutual agreements and understandings herein contained, the parties agree as follows:

1. Wix Payments Revenue Share.

Wix Payments Revenue Share.
During the Term of this Agreement, Partner shall have the opportunity to become eligible to share in a portion of the revenue generated from the processing fees for one or more of Partner’s websites processing payments through Wix Payments (the “Revenue Share”), as set forth below:

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A.  Eligible Sites. A Wix website created by the Partner, connected to a Wix premium plan and successfully connected and registered by the Partner Wix Payments account (each a “Partner Site” and collectively the “Partner Sites”), shall become eligible for Revenue Share only upon full satisfaction of all of the conditions set forth below. An “Eligible Site” shall mean a Partner Site that is deemed eligible for Revenue Share upon full satisfaction of all the conditions set forth below:

  1. The Partner Site generates at least Two Hundred Thousand Dollars (US $200,000) in Net Revenue within the twelve (12) month period following the date such Partner Site is first registered within Partner’s Wix Payments account (the “Revenue Minimum”).
    “Net Revenue” shall mean all revenues generated from transactions made on the Partner Site and processed through Wix Payments, minus all refunds and chargebacks, currency exchange rates and other governmental charges of any kind, billing fees, hosting fees, and other  fines and fees relevant to such transactions (if imposed by the payment networks, acquirer and payment provider, either before or after the time of calculation); 

  2. Partner notifies Wix that the Partner Site has met the Revenue Minimum; 

  3. Wix confirms the Revenue Minimum is met and approves the Partner Site for Revenue Share eligibility by adding the Partner Site to the “Revenue Share Site List,” attached hereto as Annex A and incorporated herein. 

  4. The Partner Site is in full compliance with the Wix Payments Terms of Services (as amended from time to time), including, without limitation, the requirement that the Partner Site not offer or sell any products or services included in the Wix Payments Prohibited Businesses List and the Partner Site is approved by the Wix Payments compliance and underwriting team. 

B.  Calculation of Revenue Share. Revenue Share for each Eligible Site shall be calculated as set forth below:

  1. Revenue Share shall be based on the Wix Payments processing fee applied to transactions processed through each Eligible Site (the “Processing Fee”). The Processing Fee applied to transactions processed on each Eligible Site shall be the processing fee applicable to the type of premium plan connected to the Eligible Site, as set forth on Wix’s Website and as may be amended or updated by Wix from time to time, at Wix’s sole discretion. 

  2. Revenue Share earned by Partner (the “Revenue Share Fee”) shall be the amount of Net Revenue generated from transactions processed on an Eligible Site, multiplied by the margin between the Processing Fee and a 2.3% + $0.30 processing fee per transaction. 

  3. For example, for purposes of illustration only, if a Partner generates $1,000,000 in Net Revenue during the quarter from transactions processed on an Eligible Site, and the Processing Fee for transactions processed through that Eligible Site is 2.9% + $0.30 per transaction, then the Partner will earn 0.6% of the Net Revenue, which amounts to a Revenue Share Fee of $6,000.

  4. Revenue Share shall be calculated on the first day of the calendar quarter following the quarter in which the Revenue Share was earned and Wix shall provide Partner a report showing such Revenue Share calculation and the resulting Revenue Share Fee earned on each Eligible Site owned by Partner during the immediately preceding quarter (each a “Revenue Report”). 

  5. Partner shall have the right to dispute any Revenue Report provided by Wix by submitting written data supporting such dispute claim by email to Partner’s Account Manager within fifteen (15) days from the date of the Revenue Report. In the event a dispute claim is made, the parties shall reasonably cooperate to review and settle such dispute and, if Wix determines such dispute to be valid, in Wix’s sole discretion, Wix shall provide Partner a revised Revenue Report consistent with the parties’ settlement. If such dispute is not made by Partner within the applicable 15-day period, the Revenue Report shall be considered accepted and Partner shall issue Wix an invoice as set forth below. 

C.  Payment of Revenue Share Fee. Partner shall provide Wix an invoice for the Revenue Share Fee, which shall be consistent with the applicable Revenue Report provided by Wix, within fifteen (15) days from the date of the applicable Revenue Report. Wix shall pay Partner the Revenue Share Fee within forty-five (45) days from the date of Wix’s receipt of such invoice (each, a “Payment Date”).

D.  Payment Terms.

  1. Following notice from Partner to Wix that a Partner Site has met the Revenue Minimum, Wix shall have sole and absolute discretion regarding the Revenue Minimum approval process and the eligibility of Partner to receive Revenue Share. 

  2. Partner shall earn Revenue Share on Net Revenue generated from transactions processed following the date the Partner Site became an Eligible Site (the “Eligibility Effective Date”). The Eligibility Effective Date for each applicable Eligible Site will be listed on the Revenue Share Site List. 

  3. In the event of chargebacks, refunds, cancellation or reversal of transactions which were included in the calculation of the Revenue Share Fee, for any reason whatsoever, Wix shall deduct the applicable amount from the next Revenue Share Fee due to Partner, or shall have the right to invoice the Partner for such amount, which shall be paid by Partner within 14 days of the issuance of such invoice. 

2. Term.

This Agreement shall begin on the Effective Date and shall continue for a period of one year thereafter (the “Initial Term”), unless terminated earlier as set forth in Section 3 below. Following the expiration of the Initial Term, this Agreement shall renew automatically for subsequent one year terms (each, a “Renewal Term”), unless either party gives written notice of its intent not to renew this Agreement at least thirty (30) days prior to the expiration of the Initial Term or then-current Renewal Term, as applicable. As used herein the term “Term” shall refer collectively to the Initial Term and each Renewal Term, as applicable.

3. Termination.

A.  Wix may terminate this Agreement at any time for any reason upon thirty (30) days prior written notice to Partner. In the event of any violation of this Agreement, including the Terms, Wix may terminate this Agreement immediately upon written notice to Partner.

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B. Upon termination of this Agreement, Wix shall pay Partner the final Revenue Share Fee owed for revenue generated through the effective termination date of this Agreement, and Partner shall lose eligibility for Revenue Share and payments of the Revenue Share Fee shall cease, unless otherwise approved in writing by Wix in its sole and absolute discretion. For the avoidance of doubt, in the event Revenue Share is approved to continue beyond the termination of this Agreement, such Revenue Share shall only continue for Partner Sites that become Eligible Sites prior to the effective termination date of this Agreement.

4. Independent Contractor.

Wix and Partner are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or other relationship between the parties. Neither of the parties will have the authority to make or accept any offers or representations on behalf of the other party.

5. Confidential Information.

A.  Each party (each, a “Receiving Party”) shall not disclose any Confidential Information of the other party (each, a “Disclosing Party”) to any third party, except (i) to affiliates, employees or professional advisors of Receiving Party who need to know it in order to perform Receiving Party’s obligations under this Agreement and who have agreed in writing to keep such information confidential or (ii) when required to do so by law or court order after giving reasonable notice to the Disclosing Party, sufficient to give the disclosing party the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.

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B.  For purposes of this Agreement, the term "Confidential Information" shall  mean proprietary and nonpublic information that has actual or potential value to the present or future business of Disclosing Party, that is developed, discovered, or otherwise learned by Receiving Party during the performance of the Receiving Party’s obligations under this Agreement,  whether marked as confidential or, should reasonably be interpreted as confidential from its nature, content or the circumstances in which it is disclosed. “Confidential Information” shall include, without limitation, the terms and conditions of this Agreement, the existence of this Agreement and the discussions that resulted in this Agreement. "Confidential Information" shall not include information that (i) Receiving Party can prove that it already knew prior to disclosure by Disclosing Party, (ii) that becomes public through no fault of the Receiving Party, (iii) that is proven to be independently developed by the Receiving Party without use of any Confidential Information; or (iv) that is rightfully received by the Receiving Party from a third party.

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C.  Partner acknowledges and agrees that Wix would be irreparably injured by Partner’s breach of this Section 5 and that monetary remedies would be inadequate to protect against any actual or threatened breach of this Section 5.  Without prejudice to any other rights and remedies otherwise available to Wix, Partner agrees to the granting of equitable relief, including injunctive relief and specific performance, in favor of Wix, without proof of actual damages to remedy or prevent any such breach.

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D.  The confidentiality obligations under this Section 5 shall survive the expiration or termination of the Agreement.

6. Incorporation of Wix Terms of Use, Wix Payments Terms and Conditions, Wix’s Processor Terms and Conditions, and Privacy Policy.

In addition to the terms of this Agreement, the Wix Terms of Use (which can be reviewed at http://www.wix.com/About/Terms-Of-Use), the Wix Payments Terms of Use (which can be reviewed at https://www.wix.com/about/terms-of-payments), Wix’s Processor Terms and Conditions (which can be reviewed at https://www.wix.com/about/us-wixpayments-tou), and the terms and conditions of Wix’s Privacy Policy (which can be reviewed at http://www.wix.com/about/privacy) (collectively, the “Terms”), each as may be amended or updated by Wix from time-to-time, are incorporated herein by reference, and shall govern the relationship between Wix and Partner. By entering into and agreeing to the terms of this Agreement, Partner also acknowledges and agrees that Partner has read, understood and agrees to all provisions of the Terms and that hereinafter any reference to this Agreement shall refer to this Agreement together with the Terms. 

7. Indemnification.

In addition to Partner’s obligation of indemnification under the Wix Terms and the Wix Payments Terms and Conditions Terms, Partner agrees to defend, indemnify and hold harmless Wix, its officers, directors, shareholders, employees, affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including attorneys’ fees) arising from (i) any breach of this Agreement, including, without limitation, the representations or warranties made by Partner hereunder; and (ii) any action or omission made by the Partner or by the Partner’s customers according to the Partner’s instructions with respect to Wix Payments.  This paragraph will not be construed to limit or exclude, and shall be in addition to, any other claims or remedies which Wix may assert in equity or by law.

8. Entire Agreement.

This Agreement, including the Wix Terms of Use, the Wix Payments Terms of Use, and the Wix Privacy Policy, constitute the entire agreement and understanding between Wix and Partner with respect to the subject matter thereof and supersedes all previous understandings, agreements and representations between Wix and Partner, written or oral.

9. Amendment and Modification.

Except as otherwise set forth in the Terms or herein, no modification, change or amendment to this Agreement shall be effective unless in writing signed by each of Wix and Partner.  

PARTNER:

Name:

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Title:

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Date:

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WIX:

Name:

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Title:

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Date:

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