Merchant Terms

Your role and ours

NEXUSCORTEX LLC sells API plans to buyers as the seller and Merchant of Record. Invokora provides request forwarding, checkout, subscriptions, access control, and usage billing. You run the API described on the product page.

You sell service orders, change orders, and maintenance directly to buyers as their contracting party and service provider. You authorize Invokora to provide transaction tools and collect payment on your behalf.

API plans you sell in your own Shopify store follow the section “Selling API plans in your Shopify store” below.

Your responsibility for the API

You must have the right to provide the API, OpenAPI document, product descriptions, branding, and support materials, and accurately describe your data practices. Maintain the HTTPS service address, endpoints, authentication, and response format needed for access already sold, in line with your product description.

Data your API returns must be lawfully sourced. If it falls into a category that requires authorization, such as redistributed exchange market data, registration or lookup records containing personal information, consumer reports or background checks, or third-party copyrighted content, you must obtain the data source’s authorization or any license the law requires before offering it to buyers through the API, and provide proof when Invokora asks.

Do not offer unlawful, infringing, misleading, or insufficiently reviewed high-risk capabilities. If your API, data, product description, or breach, including discontinuation, false descriptions, infringement, missing authorization, or violation of data or privacy law, leads to a third-party claim, regulatory investigation, or penalty, you must indemnify NEXUSCORTEX LLC for the resulting refunds, dispute costs, fines, settlements, and reasonable attorneys’ fees, except to the extent caused by Invokora’s own fault. These amounts may be recovered from pending or future earnings, and you remain liable for any shortfall.

Your responsibility for services

You are responsible for service descriptions, quotes, Order Terms, delivery, revisions, acceptance support, intellectual property, confidentiality, and customer support. Do not describe Invokora as the service provider or performance guarantor. Maintenance must relate to an accepted service order and be provided by the same merchant.

Use a platform change order when an existing order needs additional scope, price, or time. Do not ask the buyer to bypass the order or platform to pay separately.

Starting sales and withdrawing funds

Selling eligibility depends on merchant status, owner verification, acceptance of terms, platform risk status, and product publication status. For services, keep the legal name and address used in the Order Terms current.

Connecting a Stripe payout account does not grant selling eligibility and is not required to start selling. Stripe identity verification, country, transfer, and payout eligibility determine whether funds can be withdrawn. While these are incomplete or restricted, you may continue selling and earning if the other selling conditions are met, but cannot withdraw those funds yet.

Platform fees

There is no platform monthly fee. Card payments for one-time services, quotes, and paid change orders below USD 2,000 before tax incur 6% plus USD 0.50. API and maintenance subscriptions incur 6.5% plus USD 0.50. The same one-time payments at or above USD 2,000 must use USD bank transfer and incur 2%, with no fixed fee.

These rates include normal-sale payment processing, Stripe Tax calculations, applicable subscription billing, and Stripe Connect settlement costs. Each transaction settles using its recorded price and fee rate. After a successful refund, the original platform fee is returned proportionally.

How API earnings are calculated

Your API earnings include monthly fees and all merchant usage charges. Bandwidth charges belong to Invokora. For each actual card collection on an API subscription, the platform fee is 6.5% of the positive amount attributable to you, plus at most one USD 0.50 fixed fee. The total platform fee cannot exceed your share of that collection.

Zero-value invoices, small balances carried forward without collection, and invoices containing only bandwidth charges with no merchant revenue create no merchant earnings available for settlement and incur no merchant fixed fee.

Withdrawal holds and negative balances

Refunds, payment disputes, or other adjustments you are responsible for may make your merchant account’s USD settlement balance negative. A negative balance pauses withdrawals and unpaid withdrawal operations but does not by itself stop sales. Future API, service, quote, change order, and maintenance earnings first offset the amount owed.

Paid settlement statements are not rewritten; later adjustments enter a later settlement. Identity or payout restrictions, sanctions, risk reviews, bill checks, and legal requirements may also delay payment.

Refunds, disputes, and costs

Provide accurate and complete API availability, transaction, delivery, and acceptance records on time. Cooperate with refunds, payment disputes, security incidents, privacy requests, and regulatory inquiries. All monetary refunds require approval by an Invokora administrator. Refunds owed to buyers do not depend on your balance. A full service-order refund reverses your earnings from the base order and every paid change order.

Actual Stripe payment-processing, refund, chargeback, or pre-chargeback alert fees associated with a refund or dispute are assigned to you or Invokora based on whether the refund is required, the transaction records, and responsibility for the event. We record the reasons. These costs are separate settlement entries and do not change normal-sale platform rates.

Costs charged to you must be supported by official Stripe balance transaction records and use actual amounts, not estimated rates. Required refunds are not delayed while cost records are missing; costs can be settled once those records arrive. Invokora bears costs caused by its own error. Incorrect deductions are returned through a correction that can be checked against the records.

Tax responsibilities

Invokora handles buyer indirect taxes it is legally responsible for as API seller and Merchant of Record or service collection agent. You remain responsible for your income, corporate and payroll taxes, local registration, invoice checks, and other tax duties. Stripe Tax calculations do not replace either party’s registration, filing, or payment duties.

Intellectual property, buyer data, and security

You keep your existing intellectual property and grant NEXUSCORTEX LLC a non-exclusive license to use, call, and display the API and product materials only as needed to sell, forward, secure, and support the API.

Access only buyer and order data needed for delivery. Do not use it for advertising profiles, resale, model training, or contact unrelated to the order. Use temporary credentials only as expressly authorized by the buyer to deliver that order. Do not obtain or use the buyer’s platform account password, platform access credentials, payment-card information, or data unrelated to the order.

You are responsible for protecting API requests received by your servers and service data you download, and for meeting applicable privacy and security duties. If Invokora needs to process personal information under your control on your instructions, the parties must sign a separate Data Processing Addendum.

Selling API plans in your Shopify store

If you install the Invokora API Subscriptions app in your Shopify store, the API plans you sell there follow this section instead of the sections above on the seller, platform fees, earnings, withdrawals, refunds, and tax. Your Shopify store is a separate merchant account: it is not linked to an Invokora merchant account, and products configured in one are not available in the other.

You are the seller of every API plan sold in your store. Buyers pay you through Shopify Checkout at the prices you set. You handle refunds, chargebacks, invoices, and taxes for those sales in Shopify, and buyers ask you, not Invokora, for refunds. Invokora is not the seller or Merchant of Record for those sales, and they create no earnings or withdrawals with Invokora.

Invokora provides API keys, request forwarding, access control, and usage metering. Each unit of a paid API item adds the period it pays for to the buyer’s access: a subscription’s billing period, or one month for a one-time purchase. A later order of the same plan continues from where the paid time ends; three days of grace follow the last paid day, and after a longer lapse access starts again from payment. If a buyer pays for a higher plan of the same API while a lower one still has paid time, the higher plan applies at once and the unused time of the lower one is converted, at the prices paid, into extra time of the higher plan; a lower plan bought while a higher one runs starts when the higher one ends. The app shows you these overlaps. A full refund of the API item (its whole quantity or amount), a fully refunded order, or a cancelled order ends that buyer’s access to the API right away, including time left from earlier orders; a partial refund does not change it, and a later payment starts access again.

You must turn on the app’s checkout rule so that buyers sign in to your store’s customer account before paying for an API plan; buyers get their keys only while signed in. Each time a buyer asks to view or replace a key, Invokora checks their region: a buyer in a region Invokora does not serve is refused and their access ends, and you should refund the orders involved; if the region cannot be determined, no key is shown that time. Access paid only by test orders is not checked.

Invokora charges a usage fee of 3.5% of each API item’s discounted subtotal before tax, billed by Shopify with your Shopify bill as USD 3.50 for every USD 100 of sales. There is no monthly fee. When a buyer first views a key, the fee is recorded for every paid API item then in its paid period; after that, it is recorded for each new paid API item when it is paid, unless its paid period has already ended. Refused orders and test orders are never charged, and refunds do not credit the fee back. Your store currency must be USD.

Your store’s terms must tell buyers how they may use your API, including usage limits and your own data practices, and must not allow anything our Acceptable Use Policy prohibits. Buyers do not accept the Invokora Terms of Service for these purchases. The rest of these Terms, including your responsibility for the API, intellectual property, and security, and our Acceptable Use Policy still apply to you.

For this channel Invokora keeps your store’s profile (store domain, country, currency, and your acceptance of these Terms), the order and customer identifiers, API item amounts, and billing periods from your orders, and subscriptions, API keys, and usage. It does not keep buyers’ names, email addresses, phone numbers, or addresses. If you uninstall the app, new access stops, buyers who paid keep access until their paid period ends, and you remain responsible to them for that period as their seller; your approval of the app’s pricing ends, and you approve it again if you reinstall. If your store breaches these Terms or the Acceptable Use Policy, we may suspend it in this channel as set out in “Your rights as a business user”: while it is suspended, your API products stop answering calls, including from buyers who paid, and no new access starts. Uninstalling and reinstalling the app does not lift a suspension, and you handle your buyers’ refund requests. When Shopify asks us to delete your store’s data, 48 hours after you uninstall, we delete it except fee records we must keep; your API products, stored upstream credentials, and buyers’ subscriptions, keys, and usage are deleted once the last paid access has ended.

Your rights as a business user

We give you at least 15 days’ notice before a change to these Terms or the Invokora Terms of Service applies to you, and you may terminate before the notice period ends if you do not accept it. Before we restrict, suspend, or end your account we give you a statement of the reasons and how to ask for a review, and at least 30 days’ notice before ending the agreement outright. The Invokora Terms of Service set both out in full.

You keep access to your merchant data for as long as your account is open: products and plans, orders, subscriptions, API usage, earnings, settlements, and the buyer details needed to deliver an order. We use the same transaction data to operate the platform, calculate fees, prevent fraud, and meet legal duties. We do not pass your product data or your customers to another merchant, and we do not use them to compete with you.

You are free to offer the same API or service anywhere else, on your own site or another platform, on any terms you choose. Invokora does not require exclusivity and does not require you to match prices offered elsewhere.

Invokora sells no competing products of its own and runs no marketplace, ranking, or search placement that could favour one merchant over another. Where selling eligibility, risk review, or payout treatment differs between merchants, it follows the conditions written in these Terms and the recorded outcome of an identity or risk review, not a commercial preference.