Shuppi Reseller/Refund Policy

Last Revised: 07/22/2025

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

This Reseller and Refund Policy Agreement (this “Agreement”) is entered into by and between Shuppi Inc., a Texas corporation (“Shuppi,” “we,” “us,” or “our”), and you, and is incorporated by reference into the Shuppi Universal Terms of Service (the “Terms”). This Agreement governs your participation on the Shuppi digital marketplace platform (the “Platform”) in any capacity, including but not limited to as a Seller, Affiliate, Affiliate Partner, Growth Partner, or Founding Partner (collectively, “Participants”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Terms.

By accessing, using, or participating in the Platform, you acknowledge that you have read, understood, and agree to be legally bound by the terms of this Agreement, as well as any applicable policies, guidelines, or documentation referenced herein or made available by Shuppi from time to time.

The Platform facilitates the listing, marketing, and sale of digital products (e.g., software, e-books, templates) by Sellers to end consumers, and provides structured affiliate and referral-based commission opportunities for Participants. Shuppi acts as the Merchant of Record for all transactions, and processes payments through third-party service providers such as Stripe. All commissions payable to Participants under the Platform’s multi-tiered incentive structure are funded solely from Shuppi’s share of revenue and do not reduce the net proceeds payable to Sellers.

This Agreement sets forth the conditions under which Participants may earn, track, and receive commissions; the policies governing buyer refunds; and the terms applicable to all digital product transactions facilitated via the Platform.

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Additional terms may be defined elsewhere in this Agreement or in the Shuppi Universal Terms of Service:

Affiliate: A Participant who promotes digital products listed on the Platform using unique referral links and earns commissions on resulting Qualified Sales. Commissions are funded solely by Shuppi and do not affect Seller earnings.
Affiliate Partner: A Participant who recruits and manages one or more Affiliates and receives a commission based on the aggregate Qualified Sales generated by such Affiliates. Commissions are funded solely by Shuppi and do not affect Seller earnings.
Buyer: Any end user who purchases one or more digital products via the Platform, whether through a direct Seller referral or a Network Transaction.
Commission: The monetary amount payable by Shuppi to a Participant for their role in facilitating or originating a Qualified Sale, calculated pursuant to the applicable commission structure for Affiliates, Affiliate Partners, Growth Partners, or Founding Partners.
Discount Shopper: A designation within the Platform that allows a Seller or Partner, at their sole discretion, to reduce or waive commissions associated with a transaction for a specific Buyer or group of Buyers. Discount Shopper status does not alter the Platform Fee, Stripe processing fees, or Shuppi’s commission obligations unless expressly authorized in writing by Shuppi.
Discount Coupon: A feature within the Platform that can be applied to a Discount Shopper, allowing a Seller or Partner, at their sole discretion, to reduce or waive commissions associated with a transaction for that specific Buyer or group of Buyers. Discount Coupon does not alter the Platform Fee, Stripe processing fees, or Shuppi’s commission obligations unless expressly authorized in writing by Shuppi.
Founding Partner: A Participant who recruits and supports one or more Growth Partners and earns commissions on sales generated by Sellers recruited by those Growth Partners. Commissions are funded from Shuppi’s portion of the Platform Fee.
Growth Partner: A Participant who recruits and supports Sellers and receives commissions based on the total sales generated by such recruited Sellers. Commissions are funded from Shuppi’s portion of the Platform Fee and do not affect Seller payouts.
Merchant of Record (MoR): Shuppi Inc., which is responsible for processing transactions, collecting and remitting applicable taxes, issuing receipts, and serving as the legal seller of record in transactions facilitated on the Platform.
Network Transaction: A transaction in which the Buyer is introduced to a product or listing via Shuppi’s promotional channels, including but not limited to affiliate referrals, paid advertising, promotional listings, or other marketplace-based discovery mechanisms. Network Transactions are subject to the Shuppi Network Fee.
Participant: Any individual or entity who uses the Platform in a commercial capacity, including but not limited to Sellers, Affiliates, Affiliate Partners, Growth Partners, and Founding Partners.
Platform: The online digital marketplace owned and operated by Shuppi Inc., accessible at https://shuppi.com, through which digital products are marketed, sold, delivered, and monetized.
Platform Fee: The fee charged by Shuppi on each completed transaction, consisting of a percentage-based fee (currently 3%) and a fixed per-sale charge (currently $0.25), assessed on both Direct and Network Transactions.
Qualified Sale: A completed sale of a digital product on the Platform that has not been refunded, reversed, or otherwise invalidated during the applicable refund period, and that is properly attributed to a Participant under the attribution rules of the Platform.
Seller: A Participant who lists digital products for sale on the Platform and receives payment, net of Platform Fees and payment processing fees, for each completed transaction.
Seller Revenue: The amount payable to the Seller for a Qualified Sale, calculated as the gross transaction amount minus Platform Fees and third-party payment processing fees, and expressly excluding any commissions paid to other Participants.
Shuppi Network Fee: An additional fee assessed only on Network Transactions (currently 25% of the sale price), used by Shuppi to fund affiliate commissions, referral rewards, promotional incentives, and other platform marketing costs.
Stripe: The third-party payment processor integrated into the Platform for processing Buyer payments and issuing Seller and Participant payouts, subject to Stripe’s applicable service terms and policies.
Stripe Connect: The payment infrastructure provided by Stripe to facilitate direct payouts to Participants, including compliance with identity verification and banking requirements.
Usage Rights: The scope of rights granted to a Buyer by the Seller upon purchase of a digital product, such as Personal Use or Commercial Use, as specified in the product listing or License Terms section.
Product Catalog: The curated and searchable listing of digital products made available for purchase on the Shuppi Platform by Sellers, which includes product descriptions, pricing, usage permissions (e.g., Personal Use, Commercial Use), and any applicable license terms or restrictions designated by the Seller.
Seller Dashboard: The password-protected administrative interface provided to each Seller, Growth Partner, or other authorized Participant through which they may manage digital product listings, branding, pricing, promotional settings, referral and affiliate link generation, commission tracking, attribution data, and payout configurations.

3. PARTICIPATION STRUCTURE

3.1 Seller and Affiliate Participation

Shuppi provides participants with access to a turnkey storefront and integrated platform tools for:

Selling digital products such as e-books, software, templates, and other downloadable assets;
Promoting such products via affiliate links;
Earning performance-based commissions based on sales, referrals, and network participation;
Managing accounts and analytics through a secure online interface.

Participants may be enrolled in eligible programs upon registration, subject to Shuppi's approval. For certain participant types, such as Partners, additional qualification criteria—such as application review or interviews—may be required before approval. Shuppi may, at its sole discretion, add, remove, or modify features available on the Platform, including the scope of tools or services offered to Participants.

4. ACCOUNT REQUIREMENTS

4.1 Data Protection and Privacy Obligations

Participants acknowledge and agree that any access to, use of, or processing of customer or transaction data obtained through the Platform must be strictly limited to legitimate, consent-based purposes directly related to the Participant’s authorized role under this Agreement. Participants shall comply with all applicable privacy, cybersecurity, and data protection laws and regulations, including, without limitation, the Texas Data Privacy and Security Act, the General Data Protection Regulation (GDPR) where applicable, and all contractual requirements imposed by third-party service providers such as Stripe and Stripe Connect.
Unauthorized access to, disclosure of, or misuse of Buyer, Seller, or other user data—whether accidental or intentional—constitutes a material breach of this Agreement and may result in immediate suspension or termination of Platform access, forfeiture of commissions, and any additional legal remedies available to Shuppi.
All Participants are further required to implement reasonable administrative, technical, and physical safeguards designed to maintain the confidentiality, integrity, and availability of all Platform-related data.

4.2 Third-Party Account Access and Delegation

Participants may only access, manage, or act on behalf of another user's account (whether a Buyer or Seller) with that user’s express, informed, and verifiable consent, such as through written authorization, platform-level delegation features, or other verifiable mechanisms acceptable to Shuppi.
Upon request, the Participant must promptly furnish adequate documentation evidencing such consent. Absent such proof, any unauthorized account access will be deemed a breach of this Agreement and may result in disciplinary action, including but not limited to account suspension, commission forfeiture, and termination of Participant status.
All information, communications, and activities undertaken on behalf of another user’s account must be treated as Confidential Information, and Participants are prohibited from modifying, deleting, transferring, or otherwise interfering with account data without the account owner’s explicit direction and permission.

5. PRICES, FEES, AND REFUNDS

5.1 Platform Fees and Pricing Structure

Participants acknowledge and agree that all transactions conducted through the Platform are subject to the following fee schedule:

Platform Fee: Three percent (3%) of the gross transaction amount plus a fixed charge of $0.25 per sale, assessed on all transactions.
Shuppi Network Fee: Twenty-five percent (25%) of the gross transaction amount, applicable only to Network Transactions (i.e., sales generated through Shuppi-sponsored marketing, affiliate links, or promotional placements).
Payment Processing Fee: Fees charged by Stripe, currently estimated at approximately 2.9% of the transaction value plus $0.30 per transaction. Stripe fees may vary depending on the payment method, card type, buyer location, and other factors. Participants are encouraged to review the most current Stripe fee schedule for their country and transaction type at: https://stripe.com/pricing.

All fees are deducted automatically prior to disbursement of Seller proceeds and are subject to modification at Shuppi’s sole discretion. Shuppi shall provide Participants with notice of any material changes to the fee structure via email or Platform notice at least fifteen (15) days in advance, unless earlier implementation is required for legal or operational reasons.

5.2 Buyer Refund Policy

Buyers may request a refund for eligible digital product purchases within seven (7) calendar days of the transaction date under the following limited circumstances:

The product materially deviates from the description or listing details;
The digital file is technically defective, corrupted, or fails to function as intended;
The Buyer made a duplicate purchase of the same product;
The Buyer is unable to access or download the purchased file due to a verified technical issue;
The product contains a significant usability flaw or material defect affecting its intended function.

All refund requests must be submitted through the Platform’s designated support channel. Refunds, if approved, will be processed to the Buyer’s original payment method, subject to Stripe’s processing timelines and refund terms. Shuppi will determine refund eligibility at its sole discretion, and Sellers shall reasonably cooperate in good faith with Shuppi during the investigation and resolution of any refund dispute.

5.3 Commission Reversals on Refunded Transactions

If a transaction is refunded pursuant to this Agreement or Shuppi’s Terms, all commissions associated with such transaction shall be deemed void and shall not be payable. If commissions have already been disbursed to Participants for a refunded transaction, Shuppi reserves the right to:

Offset the amount of such commissions against future payouts to the relevant Participant(s);
Require reimbursement of such amounts if no future commissions are pending;
Suspend payout privileges in the event of repeated refund-related reversals.

Commission payouts are automatically withheld until the seven (7)-day refund window has expired to ensure transactional finality. Participants expressly waive any right to commission earnings on transactions subsequently refunded, reversed, or charged back.

6. INTELLECTUAL PROPERTY & PLATFORM USE

6.1 Product Licensing by Sellers

Sellers are solely responsible for designating the permissible usage rights applicable to each digital product listed on the Platform, which must clearly indicate whether the product is licensed for:

Personal Use only (non-commercial, individual purposes); or
Commercial Use (limited commercial exploitation as permitted by the license).

Reselling or redistribution of digital products is strictly prohibited, unless expressly authorized by the Seller under clearly stated, written license terms.
If a Seller elects to include custom license terms, whether embedded within the digital file or attached via the Platform’s “License Terms” field such terms shall govern the Buyer’s scope of use. Sellers represent and warrant that all custom license terms comply with Shuppi's platform policies, applicable laws, and do not contradict any prohibitions in this Agreement (e.g., on reselling or redistribution). Sellers are encouraged to use Shuppi-provided license templates or guidelines to ensure compliance. Sellers are required to ensure that all licensing terms are accurate, conspicuous, and legally enforceable. Shuppi shall not be held liable for any failure by a Seller to properly define, restrict, or enforce usage rights. Shuppi reserves the right to review, remove, or require modifications to any listings or custom terms that violate platform policies, based on automated scans, user reports, or spot checks, without prior notice. Sellers agree to indemnify Shuppi for any claims arising from non-compliant custom terms. Shuppi reserves the right to conduct sales (e.g., holiday promotions, flash sales) and other promotional events where products may be offered at reduced prices for a limited time, without altering the underlying licensing terms or Seller responsibilities.

6.2 Limited Platform License

Subject to the terms and conditions of this Agreement and the Universal Terms of Service, Shuppi Inc. grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for the following authorized purposes:

If you are a Seller: To list, price, promote, and sell authorized digital products;
If you are an Affiliate: To generate and distribute referral links for eligible digital products;
If you are a Growth Partner, Affiliate Partner or Founding Partner: To recruit and support new Sellers, Affiliates, or sub-Participants as permitted by your role.

Your license to use the Platform is conditioned upon your compliance with this Agreement, the Terms, and all Platform policies, including those located in the Legal Agreements and Policies section of the Shuppi website. You may not use the Platform for any purpose that violates applicable law or infringes the intellectual property rights of Shuppi or any third party.
Participation on the Platform does not require payment of annual licensing fees. However, Platform usage is subject to the fees and transaction-based commissions described in Section 5 (Prices, Fees, and Refunds).

6.3 Intellectual Property Ownership

All content, software, systems, technology, documentation, analytics, application programming interfaces (APIs), and proprietary information made available through the Platform are and shall remain the sole and exclusive property of Shuppi Inc. or its third-party licensors.
Except as expressly permitted herein, you shall not, and shall not permit any third party to:

Decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code or underlying architecture of the Platform or any part thereof;
Copy, modify, sublicense, or create derivative works based on any aspect of the Platform;
Interfere with, damage, disable, or disrupt the functionality, security, or performance of the Platform;
Use Shuppi’s confidential materials, trade secrets, or proprietary software for any unauthorized or competing purpose.

All rights not expressly granted herein are reserved by Shuppi.

6.4 Use of Shuppi Marks and Brand Assets

Without prior written authorization from Shuppi Inc., you may not:

Use any Shuppi trademarks, service marks, trade dress, domain names, logos, or other branding (collectively, the “Marks”) in advertising, marketing materials, or promotional content;
Register or use any business names, handles, URLs, social profiles, or product designations that are identical or confusingly similar to Shuppi’s Marks;
Include Shuppi’s Marks or variations thereof in paid keyword campaigns, metadata, or SEO content;
Represent, imply, or create the impression that you are an employee, representative, or agent of Shuppi, or that you are otherwise formally endorsed by Shuppi.

Shuppi may grant approved Participants (e.g., verified Sellers, Growth Partners) a limited, revocable, non-sublicensable license to use designated promotional assets, subject to Shuppi’s Branding Guidelines, which may be updated from time to time. Any unauthorized use of Shuppi’s Marks may result in immediate suspension or termination of your account, without notice.

6.5 No Transfer of Intellectual Property Rights

Nothing in this Agreement or in your participation on the Platform shall be construed to grant you any ownership, license, or other proprietary rights in or to the intellectual property of Shuppi Inc., except for the limited license expressly granted under Section 6.2. All goodwill arising from the use of Shuppi’s Marks shall inure exclusively to the benefit of Shuppi Inc.

6.6 Third-Party Dependencies and Platform Integration

You acknowledge and agree that Shuppi uses third-party service providers, including but not limited to Stripe and Stripe Connect, to facilitate payment processing, commission disbursement, tax compliance, and certain technical functionalities of the Platform.
Your continued use of the Platform is conditioned upon your acceptance and compliance with the applicable Stripe Services Agreement (https://stripe.com/legal) and the Stripe Connect Account Agreement (https://stripe.com/connect/legal). Failure to comply with these third-party requirements may impair your ability to receive payouts, issue refunds, or otherwise participate in commerce on the Platform, and may result in account suspension or termination at Shuppi’s discretion.

7. ETHICAL CONDUCT & REPRESENTATIONS

As a condition of continued participation on the Platform, all Participants expressly agree to uphold the highest standards of integrity, transparency, and good faith in all activities conducted through or in connection with the Platform. Without limitation, Participants shall:

Comply with all applicable local, state, federal, and international laws, including but not limited to anti-bribery, anti-corruption, anti-money laundering, and fair advertising laws and regulations;
Refrain from making false, misleading, or unsubstantiated claims regarding the value, functionality, pricing, availability, or licensing of any digital product listed or promoted on the Platform;
Avoid any attempt to manipulate Platform mechanics, including by generating fake referrals, artificial sales, fraudulent transactions, or otherwise inflating earnings, commissions, or traffic metrics through deceptive or unethical means;
Not use or reproduce any Shuppi trademarks, logos, service marks, or other brand identifiers without Shuppi’s express prior written consent, except as expressly authorized under Section 6.4 of this Agreement;
Not misrepresent their relationship with Shuppi, including by impersonating Shuppi personnel, misusing the “Shuppi” name, or falsely implying endorsement, sponsorship, or partnership beyond their actual role (e.g., Affiliate, Seller, Growth Partner);
Avoid any conduct that could harm the reputation, security, or lawful operation of the Platform, or that may constitute abuse, harassment, exploitation, or interference with other users or Participants.

Shuppi reserves the right, at its sole discretion and without prior notice, to conduct audits or investigations of Participant activity on the Platform, request supporting documentation or identity verification, and suspend or terminate any account found to be in breach of this Agreement, the Universal Terms of Service, or applicable law.

Suspension or termination under this Section may result in the forfeiture of commissions, refunds, listing privileges, or future eligibility to participate in Shuppi’s Partner or Affiliate programs.

8. ACCOUNT TERMINATION

Shuppi Inc. reserves the right, in its sole and absolute discretion, to suspend, deactivate, or permanently terminate any Participant account under the following non-exhaustive circumstances:

Fraudulent, abusive, deceptive, or unlawful activity, including but not limited to the generation of fake referrals, manipulation of transaction data, commission abuse, intellectual property infringement, or violations of applicable law;
Excessive chargebacks, refund requests, or transactional disputes, as determined by Shuppi in its sole discretion, which may indicate misuse of the Platform or undermine Buyer trust;
Suspicious activity or potential violation of this Agreement, during which Shuppi may withhold commissions, payouts, or access to Seller earnings until the conclusion of its investigation;
Account dormancy or prolonged inactivity, wherein accounts with no meaningful engagement (e.g., no logins, listings, referrals, or transactions) for a period of six (6) months or more may be subject to deactivation upon thirty (30) days' notice;
Reactivation requests for previously terminated accounts, which may be declined by Shuppi if submitted more than sixty (60) days after the date of termination, or where reinstatement would pose reputational, legal, or financial risk to the Platform or its users.

All Participant rights under this Agreement, including commission eligibility and access to the Platform, are personal, non-transferable, and non-assignable. Accounts may not be sold, gifted, licensed, sublicensed, or otherwise transferred to any third party without the express written consent of Shuppi. Any attempt to do so shall be deemed null and void and may result in immediate account termination.

Termination under this Section may be with or without cause, and with or without prior notice, subject to Shuppi’s sole discretion. Upon termination, any outstanding rights or obligations that, by their nature, should survive termination (including Sections 5, 6, 7, and 9) shall remain in full force and effect.

9. MODIFICATIONS AND AUDIT RIGHTS

9.1 Modifications to Agreement

Shuppi Inc. reserves the right, in its sole discretion, to amend, update, revise, or otherwise modify the terms of this Agreement at any time. Any such modifications shall become effective upon the earlier of: (a) their posting to the Shuppi Platform or Legal Agreements page; or (b) written notice to you via email or in-Platform notification.

Your continued use of or participation in the Platform following the effective date of any such modification shall constitute your binding acceptance of the revised Agreement. If you do not agree to the modified terms, your sole and exclusive remedy is to discontinue use of the Platform and terminate your account.

9.2 Audit Rights and Compliance Cooperation

To ensure the integrity of the Platform and enforce compliance with this Agreement, Shuppi reserves the right to conduct audits or investigations, either periodically or based on reasonable suspicion of misconduct, including but not limited to:

Commission irregularities or referral fraud;
Improper use of Buyer or Seller data;
Unauthorized use of Platform branding or content;
Breach of licensing, listing, or product description requirements;
Misuse of Stripe or third-party payment infrastructure.

Participants agree to fully cooperate with any audit or compliance review initiated by Shuppi or its designated agents. This includes providing accurate and timely responses to data requests, identity verification documents, or business records reasonably related to Platform activity.

Failure to comply with audit requests or attempts to obstruct or mislead Shuppi during a compliance investigation shall constitute a material breach of this Agreement and may result in account suspension, commission forfeiture, or termination.

10. PROVISIONS SPECIFIC TO SHUPPI PARTICIPANTS

10.1 Branding and Co-Branding

Participants may use their own logos, brand elements, and identity materials in connection with their Shuppi storefronts. However, all use of the “Shuppi” name, logo, or affiliated trademarks must strictly comply with Shuppi’s Trademark License Guidelines set forth in Section 10.10. Participants shall not create the impression of an agency relationship, sponsorship, or endorsement by Shuppi beyond their designated role as defined in this Agreement.

10.2 Pricing and Multi-Currency Transactions

Sellers are solely responsible for setting prices for their digital products, subject to the following conditions:

A minimum price threshold as may be required for marketplace compliance and fee coverage;
Transactions may be displayed in over 100 supported currencies, but final processing occurs in the Seller’s local payout currency via Stripe Connect;
Currency conversion rates may fluctuate due to third-party updates and market conditions, and Shuppi shall not be liable for pricing variances related to exchange rate discrepancies.

10.3 Payments and Commission Settlement

Shuppi acts as the Merchant of Record for all transactions and processes payments exclusively through Stripe. Commissions and Seller earnings are settled as follows:

Direct Transactions: Seller receives the net sale proceeds after deduction of Platform Fees and Stripe processing fees. Shuppi pays any applicable Growth Partner or Founding Partner commissions from its share of revenue.
Network Transactions: Shuppi funds all Participant commissions (20% Affiliate, 5% Affiliate Partner, 2% Growth Partner, 1% Founding Partner) from the Platform Fee and Shuppi Network Fee. Seller proceeds are unaffected by these payments.

Sellers may assign "Discount Shopper" status to individual Buyers, which allows the Seller to reduce or waive their personal commission for a given transaction without affecting the Platform or Network Fees.

10.4 Fraudulent Transactions

Participants shall indemnify and hold harmless Shuppi Inc. from any loss, cost, or liability (including legal fees and payment processor fees) arising out of fraudulent transactions conducted via their storefront, including but not limited to:

Unauthorized use of stolen payment credentials;
Knowingly false or misleading product descriptions, license claims, or representations.

Shuppi may take any reasonable action to investigate and resolve such incidents, including suspension of accounts or withholding of funds.

10.5 Relationship of the Parties

All Participants are independent contractors and are not employees, agents, partners, or legal representatives of Shuppi Inc. Participants may not:

Bind or obligate Shuppi in any contract, transaction, or agreement;
Modify, override, or offer alternative terms of service to Buyers;
Represent themselves as having authority to act on Shuppi’s behalf.

Any such misrepresentation shall be considered a material breach of this Agreement.

10.6 Customer Support

Shuppi provides centralized support to Buyers regarding payment issues, refunds, download failures, and account-related matters. Sellers are encouraged, but not required, to provide product-specific support for items listed. However, all Participants remain subject to Shuppi’s refund and dispute resolution policies, and may not opt out of support obligations without prior written approval.

10.7 Commission Payments

Commission earnings are subject to the following rules:

Hold Period: All commission payouts are held until the seven (7)-day refund period for each sale has expired.
Payout Schedule: Commissions are disbursed weekly, bi-weekly, or monthly, depending on the Participant’s Stripe Connect settings.
Minimum Thresholds: As specified by Stripe for each supported country and payout method.
Chargeback Reserve: Shuppi may temporarily withhold up to twenty percent (20%) of a Participant’s monthly commissions for up to ninety (90) days if excessive chargebacks are detected.

Participants authorize Shuppi to issue both positive and negative adjustments to their designated bank accounts as needed for corrections, reversals, or fraud mitigation.

10.8 Marketing and Promotions

Participants may opt in to Shuppi’s promotional programs, which may include:

Platform-run email campaigns, affiliate spotlights, or featured listings;
Temporary adjustments to commission rates for promotional purposes;
Marketplace-wide discount incentives.

Marketing services are provided “as-is,” may require up to ten (10) business days to implement or withdraw, and may be suspended or modified by Shuppi at any time without liability.

10.9 Trademark License Guidelines

Shuppi grants verified Participants a limited, revocable, non-exclusive, non-transferable license to use designated Shuppi trademarks and promotional assets, solely for activities conducted on or directly related to the Platform.
This license is subject to the following conditions:

Trademarks must be used with appropriate trademark notices (™ or ®) and proper attribution to “Shuppi Inc.”;
Marks may not be altered, distorted, or used in a misleading context;
Participants may not imply joint ownership, business affiliation, or endorsement beyond the capacity granted by Shuppi;
Unauthorized use may result in immediate revocation of the license, withholding of commissions, and account termination.

Participants may link custom domains to their storefronts, provided they maintain compliance with all applicable laws and platform rules. They are solely responsible for domain registration, renewal, and configuration.
Participants may also link their Shuppi storefront to verified social media profiles and agree to comply with the terms of the relevant third-party platforms (e.g., Facebook, X, Instagram, Google). Shuppi disclaims all liability related to third-party policy enforcement.

10.11 Legal Agreements and Platform Policies

Participants must affirmatively accept and remain in compliance with the following legal instruments, which are hereby incorporated by reference:

Shuppi’s Universal Terms of Service, Privacy Policy, and Refund Policy;
All applicable product-specific license terms created by Sellers;
The Stripe Services Agreement and Stripe Connect Account Agreement.

Participants may not modify, redact, or substitute legal notices, refund terms, or license terms presented to Buyers through the Platform’s interface. Unauthorized tampering with embedded agreements may result in account suspension or permanent termination.

10.12 Term and Termination

Participation in the Platform is open-ended unless terminated in accordance with this Agreement.
Shuppi reserves the right to suspend or permanently terminate a Participant’s account for any reason, including but not limited to fraud, abuse, violation of law, or breach of policy, with or without prior notice.
Upon termination, Shuppi will close all open transactions, deactivate access to the Participant’s storefront, and cease any pending commission or earnings disbursements except as required by law.
Fees already incurred or paid prior to termination are non-refundable.

10.13 Representations and Warranties

Each Participant hereby represents and warrants that:

All information provided in connection with their account is truthful, current, and complete;
Their storefront branding, linked domains, and promotional materials do not infringe upon the intellectual property, trademark, or publicity rights of any third party;
They possess all necessary rights and legal authority to act on behalf of any business, organization, or individual associated with their Shuppi account.

Shuppi makes no representations or warranties regarding the volume of sales, visibility, or commercial success of any digital product listing, promotional effort, or Participant storefront.

11. PROVISIONS SPECIFIC TO VENDOR-INTEGRATED DIGITAL SUBSCRIPTIONS

(e.g., AI tools, SaaS licenses, or externally hosted services offered via Shuppi)
This Section applies specifically to any third-party digital subscription products or services offered for resale or bundling via the Shuppi Platform, including, without limitation, software-as-a-service (SaaS) tools, licensed APIs, cloud-based applications, and AI-powered services (“Third-Party Services”). The terms set forth herein shall control and supersede any conflicting provisions elsewhere in this Agreement.

11.1 Service Pricing and Subscription Catalog

Shuppi shall maintain a publicly accessible or Seller-facing Subscription Catalog, listing available Third-Party Services and their associated base prices, licensing tiers, and authorized reseller conditions.
Base pricing for Third-Party Services shall be established either by the originating vendor or by Shuppi under negotiated platform-wide licensing agreements and shall not be altered by Sellers without Shuppi’s express written authorization.
Sellers may, subject to platform policy, create and offer complementary digital add-ons, such as templates, workflows, tutorials, or bundled deliverables, provided such offerings do not alter the license scope or pricing of the core Third-Party Service.
Shuppi reserves the right to adjust pricing, discontinue offerings, or update licensing tiers at any time, with reasonable notice posted via the Seller Dashboard or administrative panel.

11.2 Terms of Use and End User Licensing

Sellers are strictly responsible for ensuring that all Buyers of Third-Party Services affirmatively acknowledge and accept the vendor-specific terms of service, license agreements, and privacy policies provided by Shuppi during the checkout process.
Shuppi will make reasonable efforts to supply current vendor terms and disclosures, but Sellers remain solely responsible for complying with and not exceeding the vendor’s authorized scope of redistribution, user licensing, or platform access.
Unauthorized resale, sharing of credentials, sublicensing, circumvention of user limits, or violation of any vendor-imposed restriction may result in immediate termination of the Seller’s account and possible forfeiture of commissions.

11.3 Intellectual Property and Branding Compliance

Sellers shall not reverse engineer, decrypt, decompile, clone, scrape, or otherwise interfere with any access control mechanism, license verification process, or API endpoint associated with a Third-Party Service.
Any vendor trademarks, branding assets, logos, or trade dress used in connection with a subscription product must be displayed unaltered and only in accordance with Shuppi’s IP & Branding Guidelines and any supplemental guidelines issued by the vendor.
Co-branding (e.g., “Powered by Vertex AI”) is permitted only where explicitly authorized and shall not mislead Buyers into believing the Seller is an agent, affiliate, or representative of the vendor.
Sellers may not register domain names, social handles, or trademarks that include or approximate vendor branding without the vendor’s explicit written consent.

11.4 Marketing, Attribution, and Promotional Use

All platform-level advertising, product listings, and discount displays for Third-Party Services may include default vendor attribution and logo placement, as determined by Shuppi or the vendor.
Sellers must not imply partnership, endorsement, or sponsorship by the vendor unless expressly granted in writing. All promotional language must be factually accurate and may not contain comparative claims or unauthorized superlatives (e.g., “official partner,” “premium reseller”) without written approval.
Shuppi reserves the right to approve, modify, or reject any promotional materials referencing Third-Party Services, including listing text, promotional banners, and bundled descriptions.

11.5 Limited Trademark License for Vendor Marks

Shuppi grants Sellers a limited, non-exclusive, non-transferable, and non-sublicensable license to use designated vendor trademarks strictly for the purpose of promoting or reselling such Third-Party Services via the Platform.
All trademark usage must adhere to Shuppi-issued branding kits and vendor usage guidelines, and must not imply ownership, authorship, or creative origin.
Each listing for a Third-Party Service that includes vendor marks or branding must prominently include the following disclaimer:
“Third-party marks are registered trademarks of their respective owners. All rights reserved.”
Misuse of vendor trademarks or logos may result in commission withholding, listing removal, and/or account suspension, pending investigation or resolution.

12. THIRD-PARTY PRODUCTS AND SERVICES

12.1 Resale and Referral of Third-Party Digital Services

As a Seller, Affiliate, or other authorized Participant on the Shuppi Platform, you may be permitted to promote, bundle, refer, or resell digital products and services offered by external providers through Platform-enabled integrations. These offerings may include, without limitation, cloud-based applications, software-as-a-service (SaaS) tools, licensed APIs, generative AI tools, or other digital resources originating from third-party vendors (“Third-Party Services”).

By participating in the resale, referral, or bundling of any Third-Party Service, you expressly acknowledge and agree to the following:

You shall comply with all end-user license agreements (EULAs), terms of use, acceptable use policies, and any additional binding conditions imposed by the originating third-party vendor;
You shall clearly and conspicuously disclose to prospective Buyers all material restrictions, license limitations, subscription requirements, or dependencies applicable to the Third-Party Service at the point of sale or during checkout;
You acknowledge and agree that, unless otherwise explicitly stated by Shuppi in writing, Shuppi is not a party to the license or support agreement between the Buyer and the Third-Party Service provider;
You shall not make representations or warranties regarding the performance, integration, uptime, or compatibility of any Third-Party Service beyond what is expressly stated by the vendor or made available through official documentation;
You shall not resell, redistribute, sublicense, or expose credentials, tokens, or user access to any Third-Party Service in violation of that vendor’s rights or applicable law.

12.2 Limitation of Liability and Platform Role

Unless Shuppi is explicitly designated as both the Merchant of Record and technical support provider for a specific Third-Party Service:

Shuppi shall have no obligation to provide post-sale support, configuration assistance, or dispute resolution for such Third-Party Services;
Shuppi disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, or non-infringement, as to the performance or interoperability of any Third-Party Service;
Shuppi shall not be liable for service outages, integration failures, license key revocations, vendor-initiated terminations, or other disruptions originating from or attributable to the Third-Party Service provider.

Your continued participation in the referral, promotion, or bundling of any Third-Party Service is conditioned upon ongoing compliance with the applicable vendor agreements, this Agreement, and any additional platform-specific guidelines issued by Shuppi.

13. LIMITATION OF LIABILITY

In addition to the disclaimers and limitations contained in the Shuppi Universal Terms of Service, the following provisions shall apply to all Participants, including but not limited to Sellers, Affiliates, Affiliate Partners, Growth Partners, and Founding Partners (“Participants”) who access or transact through the Shuppi Platform:

13.1 Excluded Damages

To the maximum extent permitted by applicable law, neither Shuppi Inc. nor any Participant shall be liable to the other under any legal or equitable theory—including, without limitation, contract, tort (including negligence), breach of statutory duty, or strict liability—for any:

Loss of profits, gross revenue, or commercial opportunity;
Loss of anticipated savings, commissions, or investment returns;
Business interruption, downtime, or loss of use;
Damage to goodwill, business reputation, or brand equity;
Loss or corruption of data, digital content, APIs, or user-generated material;
Costs resulting from technical errors, delivery failure, third-party outages, or deactivation of digital products or services;
Claims arising from platform modifications, pricing adjustments, commission recalculations, or changes in fee structure;
Indirect, consequential, incidental, punitive, exemplary, or special damages of any kind—even if foreseeable;
Claims resulting from the lawful suspension, termination, or expiration of this Agreement, or non-renewal of a Participant account.

13.2 Limitation on Aggregate Liability

(a) Exclusion of Certain Damages. Notwithstanding anything to the contrary in this Agreement, in no event shall either party be liable to the other for any indirect, special, incidental, consequential, punitive, or exemplary damages (including, but not limited to, lost profits, lost data, lost business opportunities, or business interruption) arising out of or in connection with this Agreement, whether in contract, tort (including negligence), equity, or otherwise, even if advised of the possibility of such damages.

(b) Cap on Liability. The total aggregate liability of either party to the other for all claims, damages, losses, or liabilities arising out of or in connection with this Agreement—whether in contract, tort (including negligence), equity, or otherwise—shall not exceed the total amount of net fees actually paid by Shuppi to the Participant under this Agreement during the twelve (12) month period immediately preceding the date the claim arose. For clarity, “net fees” excludes gross transaction volume, Buyer payments, or amounts paid to third parties on behalf of the Participant (e.g., Stripe processing fees or taxes).

(c) Carve-Outs. The limitations set forth in this Section 13.2 shall not apply to: (i) liability arising from a party's gross negligence, willful misconduct, or fraud; (ii) breach of confidentiality obligations under this Agreement; (iii) infringement or misappropriation of a party's intellectual property rights; (iv) indemnification obligations under this Agreement; (v) payment obligations under this Agreement; or (vi) any liability that cannot be limited or excluded by applicable law.

13.3 Non-Excludable and Carved-Out Liabilities

Nothing in this Agreement shall exclude or limit either party’s liability for:

Death or personal injury caused by that party’s negligence;
Fraud or fraudulent misrepresentation;
Breach of express indemnity obligations, including intellectual property infringement, misuse of confidential or user data, or third-party claims arising from unauthorized resale or license violations;
Any liability that cannot lawfully be limited or excluded under applicable law.

13.4 Deliberate Misconduct and Willful Default

The exclusions and limitations set forth in this Section shall not apply to damages or losses arising from a party’s:

Willful misconduct, gross negligence, or knowing violation of this Agreement;
Fraudulent use of the Platform or manipulation of commission or referral systems;
Intentional infringement of intellectual property rights belonging to Shuppi or any third-party vendor;
Knowingly breaching data privacy, platform integrity, or applicable third-party licensing terms.

BY ACCESSING OR USING THE SHUPPI PLATFORM, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THIS AGREEMENT, INCLUDING THIS LIMITATION OF LIABILITY.