Shuppi Affiliate & Referral Program Policy

Last Updated: 07/24/2025

This Affiliate & Referral Program Policy (“Agreement”) outlines the terms and conditions governing participation in the Shuppi Affiliate and Referral Program (the “Program”). By registering for the Program, you (“Affiliate,” “you,” or “Participant”) agree to be legally bound by this Agreement. “Shuppi,” “we,” “us,” or “our” refers to Shuppi Inc., a Texas corporation.

1. Program Overview

All commissions are funded by Shuppi from its revenue share and do not reduce Seller earnings.
Shuppi is a global digital marketplace that empowers creators to sell digital products directly to customers. The Affiliate & Referral Program is designed to reward participants who help expand the Shuppi ecosystem through the following activities:

Referring customers who make purchases through unique affiliate links.
Recruiting new Affiliates and earning a share of their referred sales (Affiliate Partners).
Recruiting Sellers who list and sell digital products on the platform (Growth Partners).
Recruiting Growth Partners and earning downstream commissions on their Seller network (Founding Partners).

All commissions are fully funded by Shuppi from its platform revenue. Importantly, Seller earnings are never reduced by affiliate or referral commissions.

2. Eligibility and Enrollment

To participate in the Shuppi Affiliate & Referral Program, you must be at least 18 years of age and capable of entering into a binding legal agreement.

Enrollment is subject to Shuppi’s approval. We reserve the right to accept or reject any application at our sole discretion, with or without providing a reason.

Upon acceptance into the Program:

You will be issued a unique referral link and/or code for tracking your referrals.
You agree to comply with this Agreement, all applicable Shuppi platform policies, and relevant third-party terms and conditions, including the Stripe Services Agreement and Stripe Connect Terms, where applicable.

3. Commission Structure and Attribution

All commissions under the Shuppi Affiliate & Referral Program are strictly sales-based and become eligible for payout only after the expiration of a 7-day refund period.

Commission Rates and Funding Sources

Role	Commission Rate	Funded By
Affiliate	20% of each referred sale	Shuppi Network Fee
Affiliate Partner	5% of referred affiliate sales	Shuppi Network Fee
Growth Partner	2% of sales by recruited Sellers	Shuppi Platform Fee
Founding Partner	1% of sales by downstream Sellers (via Growth Partners)	Shuppi Platform Fee

Note: Commissions are never deducted from Seller earnings; all payouts are fully funded by Shuppi’s share of platform revenue.

Lifetime Commission Eligibility

Commissions for referred Affiliates, Sellers, or downstream networks (as applicable to Affiliate Partners, Growth Partners, and Founding Partners) are eligible on a lifetime basis, meaning they remain active and payable for as long as: (i) your account is in good standing and complies with this Agreement; (ii) the referred Affiliate, Seller, or downstream entity remains active on Shuppi (i.e., has not been terminated, suspended, or deactivated); and (iii) qualifying sales or transactions continue to occur. This eligibility does not guarantee any specific volume of commissions and is subject to all other terms in this Agreement, including refund, chargeback, and termination policies.

Attribution Windows

Shuppi tracks referrals and partner activity using cookies or invitation codes, subject to the following attribution windows:

Purchase Attribution: 15 days from initial click or code activation
Recruitment Attribution: 30 days from referral link or invitation code activation

Attribution Model

Shuppi operates on a hybrid attribution model:

Recruitment Attribution: A first-touch model applies, meaning the first qualifying referrer who recruits an Affiliate, Seller, or downstream entity during the 30-day attribution window receives the commission for their ongoing activity, as long as the referrer’s account remains in good standing.
Purchase Attribution: A last-touch model applies, meaning the most recent Affiliate whose referral link or code is used within the 15-day attribution window receives the commission for that specific sale.

4. Payout Terms

Payout Frequency: Affiliates may choose to receive commission payouts on a weekly, bi-weekly, or monthly basis, as configured in their Shuppi account settings.
Payment Method: All payouts are processed via direct deposit through Stripe Connect. Participants must maintain an active and verified Stripe Connect account to receive payments.
Minimum Payout Threshold: The minimum payout amount is $10 USD. Earnings below this threshold will roll over to the next eligible payout cycle.
Refunds and Chargebacks: If a referred transaction is refunded or charged back, any related commission will be withheld or reversed, as applicable.
Holding Period: Commission payouts are subject to a mandatory 7-day holding period following each transaction to account for the buyer refund window. Payouts are released only after this period has passed and the transaction is confirmed.

5. Taxes and Reporting

You are solely responsible for determining, reporting, and paying all applicable taxes, duties, fees, withholdings, and other governmental assessments (collectively, "Taxes") related to commissions earned under this Program, including but not limited to income taxes, self-employment taxes, value-added taxes (VAT), goods and services taxes (GST), and any other local, state, federal, or international taxes applicable to your earnings as an affiliate. For clarity, this Section addresses your tax obligations with respect to commissions you receive as an affiliate and does not pertain to sales taxes on the underlying sales of Digital Products, which are handled by Shuppi as the Merchant of Record as described in Section 3.1 of the Terms of Service. Shuppi will not withhold, deduct, or pay any Taxes on your behalf unless explicitly required by applicable law.

To facilitate compliance with tax reporting obligations, you agree to provide Shuppi with accurate and complete tax-related information upon request, such as a completed IRS Form W-9 (for U.S. residents) or Form W-8 (for non-U.S. residents), including your Taxpayer Identification Number (TIN) or equivalent. Failure to provide such information may result in delayed payouts or withholding as required by law.

Shuppi may be required to report commissions paid to you to relevant tax authorities, such as the U.S. Internal Revenue Service (IRS). For example, if you are a U.S. resident and commissions exceed $600 in a calendar year, Shuppi will issue an IRS Form 1099-NEC or other applicable form. You acknowledge that Shuppi is not responsible for any penalties, interest, or additional Taxes arising from your failure to report or pay Taxes correctly.

Shuppi does not provide tax, legal, or accounting advice. You are encouraged to consult with your own tax advisor or professional to understand your specific tax obligations, including any international tax implications if you reside outside the United States.
You agree to indemnify, defend, and hold harmless Shuppi, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees) arising from or related to your failure to comply with tax laws or provide accurate tax information. All commission amounts are stated and paid in U.S. Dollars (USD) and are exclusive of any Taxes, which remain your sole responsibility.

6. Acceptable Promotion Practices

As an Affiliate, you are encouraged to promote your unique referral link through ethical and transparent marketing strategies. Approved promotional channels include:

Websites and blogs that you own or operate
Social media platforms (e.g., Instagram, Twitter/X, LinkedIn, YouTube, TikTok)
Email newsletters (to opted-in subscribers)
Direct messages and private outreach, provided they are not unsolicited or spam
Paid advertising, including search and social ads, so long as they comply with this Policy, applicable laws, and advertising platform guidelines

Prohibited Conduct

The following promotional methods are strictly prohibited and may result in immediate suspension or termination from the Program, and forfeiture of any unpaid commissions:

False or misleading claims about Shuppi, its Sellers, or products
Spam or unsolicited communications, including bulk messages, comment spam, or deceptive redirects
Misrepresentation of affiliation or involvement, such as falsely claiming to be an employee, executive, or official representative of Shuppi. You may accurately describe yourself as a "Shuppi Affiliate," "Affiliate Partner," "Growth Partner," or "Founding Partner" in professional profiles (e.g., LinkedIn), provided it reflects your actual role and does not imply employment or authority beyond the Program.
Self-referrals, including using your own affiliate link for personal purchases
Incentivized clicks (e.g., paying users to click your link) without clear and conspicuous disclosure
Unauthorized use of Shuppi’s trademarks, logos, copyrighted content, or brand assets not provided or approved for affiliate use
Promotion of prohibited or illegal content, including violations of Stripe’s Acceptable Use Policy

Affiliates must adhere to all applicable advertising laws, disclosure obligations (e.g., FTC endorsement guidelines), and platform-specific policies. Violations may result in termination and legal liability.

7. Intellectual Property

Shuppi grants you a limited, non-exclusive, non-transferable right to use promotional materials provided for participation in the Program. All Shuppi content, trademarks, and branding remain the exclusive property of Shuppi Inc.
You may not alter or create derivative works from Shuppi assets.

8. Confidentiality

You agree to keep confidential all non-public information provided by Shuppi or accessed through the Program, including but not limited to internal dashboards (e.g., commission tracking, sales metrics, or performance data), private communications (e.g., support emails, program updates, or recruitment details), and any proprietary business information (e.g., marketing strategies or platform algorithms). This obligation applies during and after your participation in the Program.

You may not disclose, copy, or use such confidential information for any purpose other than participating in the Program, except as required by law. If disclosure is legally compelled, you must notify Shuppi promptly to allow us to seek protective measures.

Breaches of this clause may result in immediate termination, forfeiture of commissions, and legal action, including claims for damages or injunctive relief. This section survives termination of the Agreement and supplements any confidentiality obligations in Shuppi's Terms of Service.

9. Relationship of Parties

You acknowledge and agree that your relationship with Shuppi is that of an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employer-employee relationship between you and Shuppi. You have no authority to make or accept any offers or representations on Shuppi’s behalf, and you shall not hold yourself out as having such authority.

You are solely responsible for your own marketing activities, business operations, and compliance with applicable laws and regulations in connection with your participation in the Program.

10. Termination

Either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party.
Upon termination of this Agreement for any reason:

You must immediately discontinue all use of Shuppi’s promotional materials, referral links, trademarks, and any other assets or content provided under the Program.
Any unpaid commissions for qualifying transactions generated prior to the termination date will remain payable, subject to Shuppi’s standard refund and chargeback policies.
You will no longer be eligible to earn new commissions or participate in the Program.

Shuppi reserves the right to suspend or permanently revoke your participation in the Program at any time, with or without notice, if we determine that you have violated this Agreement, engaged in fraud, abuse, or other conduct that harms or threatens the integrity, operation, or reputation of the Shuppi platform.

11. Limitation of Liability

To the fullest extent permitted by applicable law, Shuppi Inc. shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to loss of profits, revenue, goodwill, data, or other intangible losses, arising out of or in connection with your participation in the Affiliate & Referral Program, regardless of the theory of liability and even if Shuppi has been advised of the possibility of such damages.

In no event shall Shuppi’s total aggregate liability to you for any and all claims arising out of or related to this Agreement exceed the total amount of commissions actually paid to you under the Program in the six (6) months immediately preceding the event giving rise to the claim.

12. Disclaimer

Participation in the Shuppi Affiliate & Referral Program is voluntary and at your own risk. Shuppi makes no express or implied warranties regarding your potential earnings, performance of the Program, or availability of the platform or its systems. We do not guarantee uninterrupted access to our website, services, or tracking infrastructure, and we shall not be held liable for any disruptions, errors, or technical issues that may affect tracking, reporting, or commission calculation. While no system is infallible, Shuppi is committed to maintaining accurate and reliable tracking through industry-standard technology. We will investigate reported discrepancies in good faith and make reasonable efforts to resolve verified issues to ensure affiliates receive the commissions they have earned.

All commissions are contingent upon successful, completed transactions and are subject to refund and chargeback policies. No representations are made regarding the volume of referrals, sales, or income you may achieve through participation in the Program.

13. Modification

Shuppi may update or modify this Agreement at any time in its sole discretion. If we make material changes, we will provide notice through email, your user dashboard, or by posting an updated version on our website. It is your responsibility to review such changes.
Continued participation in the Affiliate & Referral Program after any modification becomes effective constitutes your acceptance of the updated terms. If you do not agree to the revised terms, your sole remedy is to discontinue participation in the Program.

14. Governing Law

This Agreement shall be governed by the laws of the State of Texas, without regard to conflict of law principles. Any disputes arising out of or related to this Agreement or your participation in the Program, including but not limited to disputes over commissions, terminations, or promotional practices, shall be resolved exclusively in Hidalgo County, Texas, and are subject to the arbitration provisions below.

15. Arbitration

Applicability

You and Shuppi agree to resolve any dispute related to your use of the Program, communications, products sold through the platform, or this Agreement via binding arbitration, not court.

Informal Resolution

Before arbitration, we must attempt informal resolution. The initiating party sends written notice within 45 days, and we meet via phone or video to discuss. Notice to Shuppi: email support@shuppi.com or mail to 901 N Francisco Ave #2888 Mission, TX 78572 US, including your details and dispute description. This step is required; time limits pause during it.

Jury Trial Waiver

You and Shuppi waive rights to a court trial or jury. Disputes go to arbitration, with limited court review.

Class Action Waiver
Claims must be individual, not class, collective, or representative. If a court invalidates this for a specific claim (e.g., public injunctive relief), that claim goes to Texas courts; others stay in arbitration.

Rules and Forum

Governed by the Federal Arbitration Act. Administered by AAA under Consumer Rules (aaa.org). Start with a Request after informal resolution, including details and fees. Arbitration in your county unless agreed otherwise. Parties select alternative if AAA unavailable. Materials remain confidential.