This Promotion Agreement sets out the commercial terms on which Yakura App Inc. ("Yakura") lists and sells a Partner's Product(s) on the Yakura Marketplace. It is the "Promotion Agreement" referred to throughout the Partner Terms, and is to be read together with the Partner Terms, the Listing Policy, the Refund Policy and the Terms of Service. In the event of a conflict between this Agreement and the Partner Terms on a commercial term (rate, schedule, threshold, or duration), this Agreement prevails.
The figures set out below are Yakura's standard form. Where Yakura and a Partner have executed a Promotion Agreement recording different figures, those figures apply to that Partner instead, and everything else in this document continues to apply.
SCOPE.
This Agreement covers each Product the Partner has submitted and Yakura has approved for listing. It applies to entry purchases, subscription purchases, and renewals of either, made by Yakura Customers through the Yakura Marketplace.
Yakura is the merchant of record for every such sale. Yakura collects the purchase price, calculates and remits applicable sales tax, and pays the Partner its share as set out below. The Partner is not a merchant of record for these sales and does not collect payment from Yakura Customers directly.
REVENUE SHARE.
For each sale, the amounts are calculated in the following order, on the sale price exclusive of tax and after any discount (the "Net Sale Price"):
- The Partner's share is eighty percent (80%) of the Net Sale Price, rounded down to the nearest cent (the "Partner Share").
- Yakura's platform fee is the remainder of the Net Sale Price after deducting the Partner Share — that is, twenty percent (20%) together with any rounding remainder.
The revenue share rate applicable to a sale is fixed at the time of that sale. A later change to the standard rate does not alter amounts already earned.
Yakura bears its own payment processing costs out of its platform fee. No processing fee, listing fee, or hosting fee is deducted from the Partner Share.
AFFILIATE COMMISSIONS.
Yakura operates an affiliate programme under separate Affiliate Terms. Participation by a Product is optional and at the Partner's election. A Partner may enrol a Product, and may withdraw it, from the Partner dashboard.
Where a Product is enrolled and a sale is attributed to an affiliate, the affiliate commission is calculated as a percentage of the Partner Share, and is deducted from the Partner Share. It is not calculated on the Net Sale Price and does not reduce Yakura's platform fee. The Partner sets the commission rate for its own Product, which must be between zero and thirty percent (0–30%) of the Partner Share.
Worked example. On a Net Sale Price of $20.00, with the standard revenue share and an affiliate commission set at 25% of the Partner Share: the Partner Share is $16.00; Yakura's platform fee is $4.00; the affiliate commission is $4.00; and the Partner receives $12.00. Had the sale not been attributed to an affiliate, the Partner would have received $16.00. Yakura's platform fee is $4.00 in both cases.
HOLD AND RESERVE.
Each Partner Share is held before it becomes payable, so that a sale which later unwinds is not paid out and then recovered. The hold period is:
- ninety (90) days from the date of the charge; or
- one hundred and twenty (120) days from the date of the charge, for sales made during the Partner's first six (6) months on the Marketplace.
The hold period applicable to a sale is fixed at the time of that sale. The hold runs longer than the sixty (60) day window in which a Yakura Customer may request a refund, deliberately, so that a refund approved on the last available day is resolved before any money moves.
In addition, Yakura withholds a rolling reserve of fifteen percent (15%) of each payment, released one hundred and twenty (120) days after it is withheld, to cover chargebacks that arise after the hold period has elapsed. Reserve amounts remain the Partner's property, are shown separately in the Partner dashboard, and are released automatically.
Yakura may suspend payments to a Partner whose refund rate exceeds fifteen percent (15%) over a trailing thirty (30) day period, until the rate recovers or the cause is resolved. Suspended amounts are not forfeited.
PAYMENT.
Payments run weekly, in United States dollars, to the Partner's connected Stripe account. The Partner must complete Stripe onboarding before any payment can be made; amounts continue to accrue in the meantime.
The minimum payout threshold is US$25.00. A cleared balance below the threshold rolls forward to the next run rather than being forfeited. The threshold exists so that fixed transfer costs do not consume a small payment.
Every payment is itemised in the Partner dashboard, showing each contributing sale, the applicable rate, any affiliate commission deducted, any reserve withheld, and any reversal applied.
REFUNDS, CHARGEBACKS AND CLAWBACK.
Yakura determines whether a refund is issued, in accordance with the Refund Policy. Where a sale is refunded, charged back, or otherwise reversed, a corresponding reversal is applied to the Partner's balance. A partial refund produces a proportionate reversal.
Reversals may take a Partner's balance below zero. A negative balance is carried forward and set off against subsequent earnings; Yakura will not invoice for it in the ordinary course. Where a negative balance cannot be recovered by set-off, it is recoverable under the Clawback section of the Partner Terms.
Amounts Yakura pays to Yakura Customers because the Partner has not provided the Service Tail required by the Partner Terms are recoverable in the same way, and are Secured Obligations for the purposes of the Security Interest section of the Partner Terms.
PRICING.
The Partner proposes the price of its Product(s). Yakura reviews and approves pricing as part of listing review, and a price change is a change to the listing which requires the same review. All prices are exclusive of tax.
Yakura may run a promotion or discount on a Product only with the Partner's prior agreement. Where a discount applies, the Partner Share is calculated on the discounted Net Sale Price, and Yakura's platform fee is reduced proportionately.
TERM.
This Agreement takes effect when the Partner accepts it and continues until the Partner Terms are terminated in accordance with their Term and Termination section.
Termination does not affect amounts already earned. Held and reserved balances continue to be released on their normal schedule after termination, subject to reversals and to the Partner's performance of the Service Tail.
CHANGES TO THESE TERMS.
Yakura may change this standard form on thirty (30) days' written notice to the Partner. A change does not apply to sales made before it takes effect: the revenue share rate, affiliate commission rate, and hold period applicable to a sale are each fixed at the time of that sale.
If the Partner does not accept a change, the Partner may terminate under the Partner Terms before it takes effect, and the previous terms continue to apply to everything earned up to that point.