Shuppi Vendor / Seller Participation Agreement

Effective Date: July 23, 2025

Welcome to Shuppi Inc.’s digital marketplace located at https://shuppi.com (“Platform” or "Site"). This Vendor / Seller Participation Agreement (“Agreement”) governs your access to and use of the Shuppi Platform to offer, list, and sell digital products (“Items”), and your access to associated services provided by Shuppi Inc. (“Shuppi,” “we,” “us,” or “our”) including payment processing, commission tracking, digital product delivery, analytics, and other related services (“Services”).

PLEASE READ THIS AGREEMENT CAREFULLY. BY REGISTERING FOR OR USING THE SHUPPI PLATFORM AS A SELLER, INCLUDING BY CLICKING THE “ACCEPT” BUTTON OR OTHERWISE INDICATING YOUR AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

A. GENERAL REQUIREMENTS

1. Eligibility and Registration Requirements

1.1 Eligibility to Participate

a. Use of Shuppi Inc.’s digital marketplace platform (“Platform”) is limited to individuals or legal entities that can lawfully enter into and form binding contracts under applicable law. You represent and warrant that you are at least 16 years of age to access or use the Shuppi platform as a buyer or for general browsing. By registering as a Seller or entering into any binding contracts on the Platform, such as seller agreements, service agreements, or other transactional agreements facilitated by the Platform, you represent and warrant that you are at least 18 years of age or the age of majority in your jurisdiction of residence, with full legal capacity and authority to enter into this Vendor/Seller Participation Agreement (“Agreement”) or other such contracts. If you are under the age of 16, you may not access or use the Shuppi platform under any circumstances. Shuppi does not knowingly collect or solicit personal information from children under 16. If we learn that we have collected personal information from a child under 16, we will delete it promptly. If you believe that a minor under 16 may have provided us with personal information, please contact us at support@shuppi.com.

b. Only users who complete the registration process and expressly accept this Agreement (collectively, “Participants” or “Sellers”) may list digital products or access Seller services on the Platform. All participants must comply with Shuppi’s Terms of Service, Privacy Policy, and Acceptable Use Policy, which are incorporated herein by reference.

c. Shuppi Inc. is a Texas corporation with a global footprint. Unless explicitly waived in writing by Shuppi, the following minimum requirements apply for registration:

• (i) If you are an individual, you must reside in a country supported by Stripe Connect and have a valid bank account to receive payouts.
• (ii) If you are registering as a business, the entity must be duly organized and in good standing in its jurisdiction of incorporation.
• (iii) You must not be located in a country or territory subject to U.S. trade restrictions or sanctions.

d. Sellers are permitted to list and sell digital products only. Physical goods are not permitted. You must clearly specify the permitted usage rights (e.g., personal use, commercial use) in each product listing and, if applicable, provide a license or terms of use.

e. As part of the registration process, you must provide accurate and current information including:

• Your legal name or business name
• Physical address and country of residence
• Email address and phone number
• Bank account details and tax identification (where applicable)
• Any information required to verify your identity or to comply with Stripe’s Services Agreement and Connect Terms
• You represent and warrant that all such information is true, accurate, and complete. You agree to update your information promptly if any changes occur.

f. Shuppi reserves the right, at its sole discretion, to:

• Reject or refuse your registration;
• Suspend or terminate your Seller account for any misrepresentation or noncompliance;
• Request additional verification at any time for legal, compliance, or operational reasons.

g. You are solely responsible for maintaining the confidentiality and security of your account credentials, including your password. You must not share your login information with third parties (except authorized users under your account, if permitted by Shuppi). You are responsible for all activities that occur under your account. If you believe your credentials have been compromised, you must notify Shuppi immediately and change your password.

h. Shuppi, its affiliates, and employees may operate as Sellers on the Platform, either in their official or personal capacities. When acting in a personal capacity, such parties are subject to this Agreement as any other Participant. Shuppi does not guarantee special treatment or competitive advantages to affiliated Sellers.

1.2 International Sales and Cross-Border Compliance
a. Shuppi Inc. is a Texas corporation operating a global digital marketplace. As a Seller, you acknowledge and agree that your use of the Platform may involve cross-border transactions and the international sale and distribution of digital goods. You are solely responsible for ensuring that your listings and sales comply with all applicable laws and regulations in:

• (i) the United States, including federal law and the laws of the State of Texas;
• (ii) the jurisdiction in which you reside or operate your business;
• (iii) the jurisdiction in which any Buyer resides or accesses your product; and
• (iv) any jurisdiction from which your digital product is hosted or delivered.

b. You specifically agree not to list, sell, or deliver any digital product or service:

• (i) that violates export control laws, sanctions, embargoes, or trade restrictions imposed by the United States government (including those administered by the Office of Foreign Assets Control or U.S. Department of Commerce);
• (ii) that infringes upon intellectual property or privacy rights in any jurisdiction;
• (iii) that is prohibited or restricted under applicable content, consumer protection, or digital goods laws in the target market.

c. Sellers are strictly prohibited from offering or distributing content that is classified as restricted or controlled under U.S. export laws (e.g., encryption software or dual-use technology), unless you have obtained all necessary licenses or authorizations.

d. Shuppi makes no representations as to the legality or regulatory compliance of your digital products or their cross-border distribution. It is your responsibility to assess the legal implications of making your products available globally, including any tax, licensing, or reporting obligations arising in foreign jurisdictions.

e. Nothing in this Section 1.2 shall limit, waive, or be interpreted to override the obligations set forth in Section 1.1(c) of this Agreement regarding registration eligibility and Seller representations. Shuppi reserves the right to suspend or remove listings that, in its sole discretion, may expose the Platform to legal or regulatory risk in any jurisdiction.

1.3 Prohibited Items

Sellers may only list digital products that fully comply with applicable laws, this Agreement, and Shuppi’s Acceptable Use Policy. The following categories of content or digital Items are strictly prohibited from being offered, listed, sold, shared, or delivered through the Platform:

a. Offensive Content
Content that promotes, incites, or glorifies:

• Hate, racism, sexism, religious intolerance, violence, harassment, or discrimination based on race, gender, sexual orientation, national origin, disability, or age;
• Hate groups or extremist ideologies;
• Crime-scene images, human body parts or organs (unless clearly part of non-prurient educational or artistic content, and in compliance with applicable law).

b. Obscene or Pornographic Material
Material that:

• Primarily appeals to a morbid, degrading, or unhealthy interest in sexual behavior;
• Depicts or describes sexual acts in a patently offensive, violent, or exploitative manner, including but not limited to bestiality, necrophilia, pedophilia, incest, non-consensual sex, or sexually violent or degrading acts;
• Contains or appears to involve the sexual exploitation of minors, whether legal or not in the Seller's jurisdiction;
• Includes home pornography, revenge pornography, or unsolicited sexual content.
  Shuppi maintains a zero-tolerance policy for child sexual abuse material (CSAM) and will report all suspected violations to appropriate law enforcement.

c. Illegal or Regulated Content
Content that:

• Violates any law, regulation, or applicable rule in the U.S. (especially Texas) or any jurisdiction in which the content is accessible;
• Facilitates fraud, deception, or criminal activity;
• Contains instructions or tools for engaging in illegal acts (e.g., hacking tools, malware, phishing kits, counterfeit documentation);
• Promotes or facilitates controlled substances, gambling, or unlicensed financial services;
• Includes counterfeit credentials, diplomas, or licenses.

d. Infringing Content
Content that:

• Infringes upon or misappropriates any third-party intellectual property rights, including but not limited to copyrights, trademarks, patents, trade dress, or proprietary software;
• Includes unauthorized replicas, pirated copies, cracked software, or unlicensed derivative works;
• Uses third-party branding, trademarks, or likenesses without proper authorization (including AI-generated impersonations of celebrities or public figures).

e. Unlicensed Digital Goods and Recopied Media
Content that includes:

• Unauthorized or pirated eBooks, PDFs, templates, music files, video content, TV shows, or other digital media;
• Unlicensed software, OEM software, academic solution manuals, beta software, or promotional/backup-only copies;
• Modded video games, unauthorized ROMs, or emulation tools without a valid license;
• NFTs or digital tokens that are linked to infringing, misleading, or non-transferable underlying rights.

f. Misleading, Dangerous, or Malicious Content
Content that:

• Contains embedded malware, spyware, ransomware, phishing scripts, or unauthorized code;
• Promotes misinformation or disinformation related to health, financial scams, or election fraud;
• Represents a material misstatement of its function, purpose, or content (e.g., deceptive file naming or bait-and-switch downloads);
• Misuses AI tools to impersonate individuals, alter identity documents, or otherwise deceive users.

g. Export-Controlled or Restricted Digital Items
Digital content subject to export control or other restrictions under U.S. or international law, including:

• Encryption software requiring export licenses;
• Tools intended for military, surveillance, or dual-use technologies without authorization;
• Content involving sanctioned entities or countries subject to U.S. trade embargoes.

h. Otherwise Prohibited Content
Any other content that, in Shuppi’s sole discretion:

• Violates this Agreement, our Platform standards, or the spirit of fair and lawful use;
• May expose Shuppi, its users, or third-party providers (e.g., Stripe) to legal, financial, reputational, or regulatory risk;
• Is not suitable for sale or use in a global digital commerce environment.

Enforcement and Termination

Shuppi reserves the right to remove any prohibited content or suspend a Seller’s access without notice. Repeated or serious violations may result in permanent account termination and reporting to law enforcement or regulatory authorities.

1.4 Contract Fulfillment

a. Upon completion of a digital product purchase through the Shuppi Platform, Shuppi will notify both the Seller and the Buyer of the completed transaction. The purchased digital product will be delivered automatically to the Buyer via a secure download link provided through the Platform. No physical shipment is required or permitted for any transaction.

b. In jurisdictions where the sale or license of digital goods requires a formal contract or specific legal form, the Buyer and Seller agree that this Participation Agreement, along with the transaction record generated by the Platform and any product-specific license terms included in the listing, constitute a binding agreement between them. Where required, both parties consent to the electronic execution or authentication of such agreements in accordance with applicable law (e.g., the U.S. Electronic Signatures in Global and National Commerce Act and similar international laws).

c. Unless the Buyer and Seller expressly agree otherwise in the product listing or associated license terms, the following default terms apply to each transaction:

• i. The Buyer must make full payment via Shuppi’s integrated Payment Services (powered by Stripe), and the Seller agrees to receive such payment through Shuppi as the Merchant of Record**.**
• ii. The Seller must ensure that the digital product is fully functional and available for secure download immediately upon completion of the transaction. If the product includes time-based access (e.g., a digital subscription), access must commence immediately unless otherwise stated.
• iii. As the Merchant of Record, Shuppi collects and remits applicable Sales Tax or VAT, where required by law, on behalf of Sellers. Sellers are not permitted to collect additional taxes from Buyers beyond those calculated and collected by Shuppi, unless expressly authorized in writing by Shuppi or required under a lawful, overriding statute.
• iv. Pricing for all Items must be displayed in U.S. Dollars (USD) or in the Buyer’s local currency if supported by the Platform. Once a sale is completed, the Seller may not charge the Buyer any additional amounts beyond the displayed purchase price, unless the license terms attached to the product explicitly authorize such post-sale arrangements (e.g., optional upgrades or renewals).
• v. Shuppi makes no warranties, express or implied, regarding the accuracy, quality, or performance of digital products sold on the Platform, except as required by law. The transaction between Buyer and Seller is otherwise governed by any applicable warranties under local consumer protection statutes.
• vi. All contracts formed via the Platform are governed by the laws of the State of Texas and the United States, without reference to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. Both parties irrevocably submit to the non-exclusive jurisdiction of the courts located in Hidalgo, Texas, for the resolution of any disputes arising from or related to such contracts.

1.5 Shuppi’s Role

Shuppi Inc. is not an auctioneer, nor is it a traditional intermediary that merely connects buyers and sellers. Instead, Shuppi operates a web-based digital marketplace platform that facilitates the listing, purchase, and automated delivery of digital products. For all transactions completed through the Platform, Shuppi acts as the Merchant of Record (MoR) — meaning that Shuppi collects payment from Buyers, remits applicable taxes where required, and disburses net proceeds to Sellers in accordance with this Agreement.

Shuppi provides the technological infrastructure, payment processing services (via Stripe), commission attribution tools, and post-sale download mechanisms to support transactions between Participants. However, Shuppi is not a party to the underlying intellectual property license or content usage agreement between Buyer and Seller. The Buyer’s right to use a purchased digital product is governed by the license terms included in the product listing and/or by applicable law, and not by Shuppi directly.
Accordingly:

• The contract of sale (or license) formed upon a completed transaction is solely between the Buyer and the Seller;
• Enforcement of any rights or obligations arising from that contract, including usage rights, refunds, or product functionality, remains primarily the responsibility of the transacting parties, except as otherwise provided in Shuppi’s Refund Policy;
• Shuppi does not guarantee the accuracy, legality, or performance of any digital product listed by a Seller, and does not warrant that any Buyer or Seller will fulfill their respective obligations;
• Shuppi may, at its discretion, attempt to facilitate dispute resolution, refund requests, or compliance reviews, but is under no legal obligation to do so and does not act as an agent, fiduciary, or guarantor for any Participant.

Shuppi is committed to maintaining a trusted marketplace environment and has adopted policies, technical safeguards, and moderation procedures designed to enhance user satisfaction and platform integrity. However, Shuppi disclaims all liability arising from transactions between Buyers and Sellers, except to the extent expressly required by applicable law or as otherwise stated in this Agreement.

1.6 Termination

a. Termination by Shuppi

Shuppi Inc. may, at its sole discretion and without prior notice, suspend or terminate this Participation Agreement, your access to the Platform or Services, or your ability to list, sell, or deliver digital products, at any time and for any reason, including but not limited to:

• Breach or suspected breach of this Agreement, Shuppi’s Terms of Service, Privacy Policy, Acceptable Use Policy, or any applicable law;
• Providing false, incomplete, or misleading registration or payment information;
• Engaging in fraudulent, deceptive, infringing, or prohibited activity;
• Repeated buyer complaints, refund requests, or content takedown notices;
• Failure to comply with Stripe’s Acceptable Use Policy or Shuppi’s payment processing requirements;
• Actions that may pose legal, reputational, regulatory, or operational risk to Shuppi, its users, or service providers.

Shuppi reserves the right to suspend commission payouts, withhold funds, remove listings, or disable account features in connection with such termination.

b. Voluntary Termination by Seller

You may terminate your participation as a Seller on the Platform at any time by closing your Seller account through your dashboard or by submitting a written request to Shuppi support. Termination will not relieve you of responsibility for any outstanding transactions, refund obligations, or compliance with post-termination provisions of this Agreement.

c. Survival of Obligations

Upon termination, you will no longer have access to Seller Services, and your listings may be removed or disabled. However, the following obligations will survive termination:

• Outstanding financial obligations to Shuppi or Buyers;
• Compliance with digital license terms already granted to Buyers;
• Indemnification, limitation of liability, dispute resolution, and governing law provisions;
• Any obligations under Stripe’s terms applicable to payment reconciliation and identity verification.

d. No Right to Continued Access

You acknowledge that Shuppi is not required to maintain or provide access to any account data, transaction history, digital product files, or stored materials after termination, except as required by law or at Shuppi’s discretion.

1.7 Shuppi’s Reservation of Rights

Shuppi Inc. retains the right, in its sole and absolute discretion, to take any action it deems necessary or appropriate to protect the integrity, legality, security, or quality of the Platform and its Services. This includes, without limitation, the right to:

• Immediately suspend, block, or terminate any sale, listing, or account;
• Restrict or deny access to the Platform or any Service;
• Remove, disable, or de-index any digital product, listing, metadata, feedback, ratings, profile information, or user-generated content that Shuppi, in its judgment, considers:
  • Objectionable, misleading, or inaccurate;
  • Unlawful, infringing, or violative of any intellectual property, privacy, or publicity rights;
  • Misclassified, improperly tagged, or in violation of the Platform’s technical guidelines;
  • In conflict with this Participation Agreement, Shuppi’s Acceptable Use Policy, or any applicable law or regulation.

Shuppi reserves the right—but not the obligation—to review, monitor, screen, moderate, or edit any content uploaded, posted, or listed by Participants. Shuppi shall have no liability for the consequences of failing to act on any content, nor for any decision to remove, restrict, or refuse access to content or Services.

Without limiting the generality of the foregoing, Shuppi further reserves the right to refuse, edit, suspend, or remove listings or Seller accounts where:

• The name, branding, logo, or identifying marks used by a Seller are deceptive, infringe upon third-party rights, or are otherwise objectionable;
• A Seller misrepresents their identity, credentials, or affiliation;
• A Seller uses the Platform in a way that harms the reputation of Shuppi, misuses Shuppi’s branding, or circumvents platform policies or commission structures.

Shuppi may take any enforcement action it deems necessary to maintain trust, safety, and compliance within its digital marketplace, and such actions shall not constitute a waiver of any other rights or remedies available under this Agreement or applicable law.

1.8 Ratings and Feedback

a. As part of Shuppi’s effort to maintain a transparent and trustworthy marketplace, Participants may leave written comments (“Feedback”) and performance evaluations (“Ratings”) regarding other Participants, particularly in connection with the sale or purchase of digital products and the use of Shuppi’s Services. Ratings may include qualitative comments and/or quantitative indicators such as “positive,” “neutral,” or “negative” scores, as determined by Shuppi’s current rating system.
By participating on the Platform, you acknowledge and agree that:

• Feedback and Ratings submitted by Buyers may be publicly displayed on your seller profile and/or product pages;
• Shuppi does not undertake to verify the accuracy, completeness, or fairness of Feedback or Ratings posted by users;
• Shuppi is not responsible for monitoring, editing, removing, or responding to such content, although it may choose to do so at its sole discretion in accordance with its moderation policies.

YOU HEREBY EXPRESSLY CONSENT TO THE PUBLICATION OF, AND AUTHORIZE SHUPPI TO DISPLAY, FEEDBACK AND RATINGS RELATED TO YOUR ACCOUNT, INCLUDING STATEMENTS THAT MAY BE CRITICAL OR NEGATIVE. YOU FULLY AND IRREVOCABLY RELEASE SHUPPI FROM, AND WAIVE, ANY CLAIMS OR CAUSES OF ACTION YOU MAY HAVE AGAINST SHUPPI ARISING OUT OF OR IN CONNECTION WITH THE PUBLICATION OF ANY STATEMENT, COMMENT, OR RATING—EVEN IF SUCH PUBLICATION CONTRIBUTES TO OR RESULTS IN A STATEMENT THAT IS ALLEGEDLY DEFAMATORY OR OTHERWISE HARMFUL TO YOUR REPUTATION.

b. When submitting Feedback or Ratings, you agree to:

• Comply with Shuppi’s Feedback Guidelines, which prohibit harassment, abuse, personal attacks, false statements, and the inclusion of irrelevant or promotional content;
• Base your Feedback on a genuine, completed transaction;
• Refrain from engaging in feedback manipulation, including coercing Buyers to remove reviews, retaliatory reviewing, or review-for-reward schemes.

You agree to indemnify, defend, and hold harmless Shuppi and its officers, directors, employees, and affiliates from any claims, losses, liabilities, damages, or legal expenses (including attorneys’ fees) arising out of or in connection with any Feedback or Ratings you submit on the Platform.

c. You may not include hyperlinks or URLs in your Feedback, Ratings, or seller comments. Shuppi reserves the right to remove or redact any content that violates this rule, in addition to other moderation actions permitted under this Agreement.

1.9 Grants of License, Intellectual Property and Linking and Framing

a. Licenses

i. Your Grant to Shuppi

By entering into this Participation Agreement and uploading, listing, or offering any digital product, description, media file, metadata, or related content (“Seller Content”) to the Shuppi Platform, you hereby grant to Shuppi Inc. and its affiliates a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable right and license to use, reproduce, host, transmit, display, adapt, distribute, and publish such content:

• for the purposes of operating, promoting, distributing, and improving the Platform and Services;
• for making your product available to Buyers and affiliate referrers;
• in any format or medium now known or developed in the future.

This license does not include the right for Shuppi to sell, sublicense, or otherwise transfer your product to third parties independently of the Platform, nor does it include the right to use your registered trademarks, logos, or other protected branding, except as reasonably necessary to perform the Services and fulfill transactions initiated on the Platform.

ii. Shuppi’s Grant to You

Subject to your full compliance with this Agreement, Shuppi grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform and Services solely for the purpose of listing, promoting, and selling digital products in accordance with this Agreement. This license does not permit:

• the commercial exploitation, resale, modification, or redistribution of the Platform’s source code, design, trademarks, or Services;
• the collection, scraping, mining, or use of Participant data, contact information, reviews, or content for any unauthorized purpose;
• the development or deployment of derivative platforms or competitor services using any part of the Shuppi system.

b. Intellectual Property Rights

Except for the limited license granted herein, all right, title, and interest in and to the Platform, Services, and all associated content (including without limitation Shuppi’s trademarks, service marks, logos, layout, user interface, underlying technology, and compilation of content) remain the sole and exclusive property of Shuppi Inc. and its affiliates, protected by copyright, trademark, trade dress, and other applicable intellectual property laws.

Any goodwill derived from your use of Shuppi’s brand or marks shall automatically vest in Shuppi. You agree not to assert any claim to ownership of, or goodwill associated with, Shuppi's intellectual property.

c. Linking to Shuppi; Framing and Interference Prohibited

You may not use any framing techniques, pop-ups, overlays, interstitial advertisements, redirect scripts, or other methods that obscure or alter the presentation of the Shuppi Platform when accessed via hyperlink. You agree that:

• Every link to the Platform must lead directly and exclusively to an unaltered Shuppi page;
• You may not insert ads, promotions, or third-party branding in conjunction with links to or from the Platform;
• You may not misrepresent your relationship with Shuppi or suggest any sponsorship or affiliation unless formally authorized in writing.

d. Restrictions on Linking from the Shuppi Platform

Sellers are prohibited from including outbound links or off-platform promotions in their product listings, product files, communications, or packaging files (e.g., zipped bundles), unless expressly approved in writing by Shuppi. Without limiting the foregoing, Sellers must not:

• i. Transfer, sell, or disclose any transaction data, order data, or user-identifying information acquired through the Platform to any third party, including affiliates, ad networks, or marketers;
• ii. Send direct marketing communications (electronic or physical) to any Buyer acquired through the Platform unless it relates directly to the purchased transaction;
• iii. Send electronic communications to Buyers outside of the Platform except to respond to support inquiries initiated by the Buyer;
• iv. Include in any communication (including order confirmation files, digital product zip folders, or metadata) any content that promotes third-party offers, services, referral programs, or external sales channels.

e. Prohibition on Unsolicited Communications

You may not target or engage in any form of unsolicited communications (commercial or otherwise) directed at users or Buyers of the Shuppi Platform through any means—whether via email, social media, messaging platforms, or other digital channels—except as expressly permitted by this Agreement or the Buyer’s explicit consent. Violations may result in account suspension or termination.

1.10 Data Protection and Privacy

a. Shuppi’s Use of Personal Data

Shuppi Inc. collects, processes, and uses personal data in accordance with its Privacy Policy, which is hereby incorporated into this Agreement by reference. By using the Platform and Services, you expressly consent to Shuppi’s collection, processing, storage, transfer, and use of your personal data for the purposes of:

• Registering your Seller account;
• Facilitating transactions with Buyers;
• Processing payments via integrated third-party services (e.g., Stripe);
• Preventing fraud, abuse, and violations of platform policies;
• Providing customer service and operational support;
• Fulfilling legal, regulatory, and tax compliance obligations.

Shuppi may update its Privacy Policy from time to time. All changes will be posted on the Privacy Policy page, and you are responsible for reviewing those updates periodically. Your continued use of the Platform after any such change constitutes your acceptance of the updated Privacy Policy.

You acknowledge and agree that Shuppi may store and process your data on servers located in jurisdictions outside your country of residence, and that such jurisdictions may not offer the same level of data protection as your own. However, Shuppi will take reasonable steps to ensure that your personal data is handled securely and in compliance with applicable privacy laws, including but not limited to the GDPR (for European users), CCPA (for California users), and other regional frameworks where applicable.

b. Use of Other Participants’ Data

You agree to use any personal data or information about other Participants (including Buyers, Affiliates, or Partners) obtained through the Shuppi Platform solely for the purpose of completing transactions initiated through the Platform or addressing customer support requests relating to such transactions.

You may not use any such information for:

• Solicitation or marketing unrelated to a completed transaction;
• Sending unsolicited emails or messages (“spam”);
• Harvesting data or compiling user profiles for commercial gain;
• Tracking, profiling, or invading the privacy of other Participants; or
• Any unlawful, abusive, or harassing activity.

Except as permitted under this Agreement or required by law, you may not retain, store, transfer, or share any personal data of other users obtained through the Platform beyond what is necessary to complete the specific transaction for which the data was provided.

c. Third-Party Data Processing

You acknowledge that certain functions of the Platform, including payment processing and identity verification, are powered by third-party service providers such as Stripe, Inc.. By participating as a Seller, you also agree to be bound by the Stripe Services Agreement and Stripe Connect Terms. These services require the collection and processing of your personal and financial information by Stripe and may be subject to their own privacy and data protection terms.

Shuppi is not responsible for the acts or omissions of third-party processors but will take commercially reasonable steps to ensure your data is transferred securely and lawfully to such providers.

1.11 No Warranties.

THE SHUPPI PLATFORM AND ALL RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SHUPPI INC. MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SHUPPI DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. SHUPPI DOES NOT GUARANTEE THAT INFORMATION, PRODUCT LISTINGS, METADATA, LICENSE TERMS, OR OTHER CONTENT PROVIDED BY SELLERS WILL BE ACCURATE, COMPLETE, NON-INFRINGING, OR LEGAL TO DISTRIBUTE IN ANY PARTICULAR JURISDICTION. SHUPPI MAKES NO GUARANTEE THAT BUYERS OR SELLERS WILL FULFILL THEIR RESPECTIVE OBLIGATIONS OR THAT DIGITAL PRODUCTS WILL PERFORM AS REPRESENTED. SHUPPI DISCLAIMS ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AS WELL AS ANY TORT-BASED OBLIGATION OR REMEDY, WHETHER ARISING FROM NEGLIGENCE OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHUPPI DISCLAIMS ALL WARRANTIES, LIABILITY, AND CONDITIONS—EXPRESS, IMPLIED, OR STATUTORY—IN CONNECTION WITH THE PLATFORM, THE SERVICES, AND ANY TRANSACTION ENTERED INTO THROUGH THE PLATFORM.

BECAUSE SHUPPI DOES NOT CONTROL OR MONITOR EVERY TRANSACTION, PRODUCT, OR AGREEMENT EXECUTED BETWEEN PARTICIPANTS, YOU UNDERSTAND AND AGREE THAT ANY DISPUTE THAT ARISES BETWEEN YOU AND ANOTHER PARTICIPANT (INCLUDING BUT NOT LIMITED TO BUYERS, SELLERS, AFFILIATES, OR PARTNERS) IS SOLELY BETWEEN THE PARTIES INVOLVED. YOU HEREBY RELEASE SHUPPI INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, OR CAUSES OF ACTION—WHETHER ACTUAL OR CONSEQUENTIAL, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED—ARISING OUT OF OR IN ANY WAY CONNECTED TO SUCH DISPUTES OR DEALINGS.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT RESTRICTS THE ENFORCEABILITY OF GENERAL LIABILITY WAIVERS (INCLUDING, WITHOUT LIMITATION, THE STATE OF CALIFORNIA), YOU ACKNOWLEDGE THE FOLLOWING: YOU EXPRESSLY WAIVE THE PROTECTIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES THAT: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

1.12 Limitation of Liability

a. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SHUPPI INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, AND SERVICE PROVIDERS (INCLUDING BUT NOT LIMITED TO STRIPE, INC.) SHALL NOT BE LIABLE UNDER ANY LEGAL THEORY—INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR STATUTE—FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS PARTICIPATION AGREEMENT, THE USE OF OR INABILITY TO USE THE PLATFORM OR SERVICES, OR ANY TRANSACTION OR CONTENT ON THE PLATFORM. THIS INCLUDES, WITHOUT LIMITATION, LIABILITY FOR: (I) DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (II) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA; (III) SERVICE INTERRUPTIONS, SYSTEM FAILURES, OR UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS; (IV) ERRORS OR OMISSIONS IN CONTENT OR LISTINGS; OR (V) USER-GENERATED CONTENT, RATINGS, REVIEWS, OR DIGITAL PRODUCTS SOLD THROUGH THE PLATFORM—EVEN IF SHUPPI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
SHUPPI SHALL NOT BE RESPONSIBLE FOR THE ACTIONS, OMISSIONS, OR MISREPRESENTATIONS OF ANY BUYER, SELLER, AFFILIATE, PARTNER, OR THIRD PARTY, NOR SHALL IT BE LIABLE FOR THE FAILURE OF ANY PARTICIPANT TO FULFILL THEIR OBLIGATIONS UNDER A TRANSACTION OR LICENSE.

b. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY EXCLUDES OR LIMITS LIABILITY FOR DEATH OR PERSONAL INJURY DIRECTLY CAUSED BY ITS OWN NEGLIGENCE, OR FOR ANY LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS UNDER THE LAWS OF SUCH JURISDICTION.

1.13 Taxes on the sale of digital products; seller’s duties.
Shuppi Inc. operates as the Merchant of Record for all transactions conducted through the Platform. As such, Shuppi is responsible for determining, collecting, and remitting sales tax, value-added tax (VAT), or other transactional taxes (“Taxes”) on eligible sales where required by law, including jurisdictions that impose tax obligations on digital goods based on the buyer’s location.
As a Seller, you acknowledge and agree that you remain solely responsible for:

• determining whether any additional taxes (including income tax, corporate tax, or self-employment tax) apply to your receipt of revenue from sales made through the Platform;
• complying with all tax reporting, filing, and remittance obligations under federal, state, local, and international law;
• maintaining accurate financial records related to your use of the Platform;
• reporting your earnings to the appropriate tax authorities in your country of residence or business registration.

Unless otherwise agreed in advance in writing by Shuppi, all prices listed by Sellers for digital products on the Platform must be inclusive of any applicable Taxes. You may not add, invoice, or attempt to charge Buyers any Taxes in excess of the final purchase price displayed on the product listing or checkout page.

Shuppi does not provide tax advice and makes no representation or warranty regarding the tax treatment of your sales or your business activities. Shuppi is not responsible for determining whether you owe taxes outside of its role as Merchant of Record, nor for collecting, reporting, or remitting income or business taxes on your behalf.

Failure to comply with applicable tax laws, misrepresent your tax obligations, or attempt to circumvent Shuppi’s pricing or tax rules may result in account suspension, withholding of funds, or permanent termination from the Platform.

1.14 Listing Constitutes Offer.

Each digital product listing published by a Seller on the Shuppi Platform constitutes a legally binding offer to all authorized Participants to license or purchase the digital product at the price and under the terms stated in the listing. A Buyer accepts this offer by clicking the “Buy,” “Checkout,” or equivalent action button on the product page and successfully completing payment through Shuppi’s integrated checkout system.

Acceptance of the offer becomes effective upon confirmation of the completed transaction by the Platform, which is evidenced by receipt of payment authorization and generation of the corresponding download or access link. Upon acceptance, a binding contract is formed between the Buyer and the Seller, subject to any license terms, usage restrictions, or conditions included in the listing or permitted by law.
Because Shuppi facilitates the automated and instant delivery of digital products, Sellers acknowledge that listings may not include inventory quantity controls and that product availability is assumed unless the listing is deactivated or removed. A Seller may remove a listing at any time prior to purchase, but once a transaction is completed, the Seller is obligated to fulfill the terms of the digital sale and license as offered.

Sellers are solely responsible for ensuring that their listings are accurate, lawful, and available for fulfillment upon acceptance. Shuppi is not liable for any contractual dispute arising from inaccurate or misleading listings or for any failure by a Seller to perform after offer acceptance.

1.15 Delivery charges

Shuppi is a digital marketplace platform, and all products listed for sale must be digital in nature. As such, Sellers may not charge any delivery, shipping, handling, or logistics fees in connection with the sale of any digital product through the Platform.
All digital products must be delivered electronically via instant download**,** access link, or other non-physical means made available by the Platform at the time of purchase or as otherwise indicated in the product listing. Sellers are responsible for ensuring that their products are configured for automated delivery using Shuppi’s supported mechanisms.

Unless otherwise expressly authorized in writing by Shuppi, any attempt by a Seller to impose an additional fee for delivery—whether as a separate line item, bundled surcharge, or post-sale request—will constitute a violation of this Agreement and may result in the suspension or removal of the Seller’s account or listings.

All prices displayed on product listings must represent the final amount payable by the Buyer, inclusive of platform access, license rights, and electronic delivery. No supplemental fees may be charged to the Buyer beyond what is shown at checkout.

1.16 Reporting Violations

Shuppi is committed to maintaining a secure, lawful, and trustworthy digital marketplace. We encourage all users to promptly report any suspected violations of this Participation Agreement, the Privacy Policy, the Acceptable Use Policy, or any other platform rules or guidelines incorporated herein.

To report a violation not involving intellectual property, please contact our Trust & Safety Team by email at support@shuppi.com with the subject line: “Report of Violation – [Brief Description]”. Please include sufficient detail to allow us to investigate the matter, including links, usernames, and a description of the suspected misconduct.

To report alleged violations of intellectual property rights (e.g., copyright, trademark, patent, or trade secret infringement), please follow the procedures outlined in Shuppi’s Intellectual Property Policy and DMCA Notice, which is expressly incorporated into this Agreement by reference. Reports must include all required elements under applicable law (including the U.S. Digital Millennium Copyright Act, where relevant).

It is essential that every Seller read and understand Shuppi’s intellectual property policies, including the notice and takedown procedures, as they form part of this Participation Agreement. Repeated or unresolved IP violations may result in account suspension or permanent removal from the Platform.
Shuppi reserves the right to take action in response to reported violations, including but not limited to content removal, account suspension, refund issuance, or termination of participation. However, Shuppi is not obligated to act on every complaint and makes no representation that it will resolve or intervene in all reported disputes.

1.17 General Provisions

a. Entire Agreement.

This Participation Agreement, together with the Shuppi Terms of Service, Privacy Policy, Acceptable Use Policy, and all other referenced or incorporated documents, constitutes the entire agreement between you and Shuppi Inc. with respect to your use of the Platform and Services. It supersedes and replaces all prior and contemporaneous agreements, understandings, representations, or communications—whether written or oral—relating to the same subject matter.

b. No Agency; No Third-Party Beneficiaries.

Nothing in this Agreement is intended to create, nor shall it be construed to create, any agency, partnership, joint venture, fiduciary, or employment relationship between you and Shuppi. You and Shuppi are independent contracting parties. Except as expressly stated, this Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties hereto.

c. Severability.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason by a court of competent jurisdiction, such provision shall be deemed severable and shall not affect the validity or enforceability of the remaining provisions.

d. No Waiver.

No failure or delay by Shuppi in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any other right or remedy.

e. Changes to this Agreement.

This Participation Agreement may only be amended or modified by Shuppi as follows: Shuppi reserves the right, at its sole discretion, to update or revise this Agreement and any policies, guidelines, or documents incorporated by reference at any time. All changes will be effective upon posting to the Shuppi website. Notice of material changes will be provided by posting a prominent notice on the Platform for at least thirty (30) days following the effective date of the change. You are responsible for reviewing any such changes.
Your continued use of the Platform or Services after such changes become effective constitutes your acceptance of the revised terms. If you do not agree to any changes, your sole remedy is to discontinue use of the Platform.

f. Notices.

You agree that Shuppi may send notices to you by email, through your Seller Dashboard, or by any other contact information you have provided. All notices to Shuppi must be sent in writing to the address below or via email to support@shuppi.com:
Shuppi Inc.
Attn: Legal
901 N Francisco Ave #2888 Mission, TX 78572 US.
support@shuppi.com

g. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas and the United States of America, without regard to its conflict of law principles. You irrevocably agree to submit to the exclusive jurisdiction of the state and federal courts located in Hidalgo County, Texas, for any matter not subject to arbitration as set forth below.

h. Dispute Resolution and Arbitration.

Any dispute, claim, or controversy arising out of or relating to this Agreement, your use of the Platform, or any transaction facilitated through the Platform shall be resolved exclusively through binding arbitration, conducted in Mission, Texas, under the rules then in effect of the American Arbitration Association (AAA). Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Nothing in this Section shall prevent either party from seeking injunctive relief or enforcement of intellectual property rights in any state or federal court. In such cases, you agree that personal jurisdiction and venue shall lie in the courts located in Hidalgo County, Texas, and you waive any objection to such jurisdiction or venue.

To the maximum extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

1.18  Digital Millennium Copyright Act (DMCA) Compliance

The U.S. Digital Millennium Copyright Act, 17 U.S.C. § 512, affords specific protections and obligations to online service providers such as Shuppi Inc., its users, and any parties asserting intellectual-property rights in content offered or sold through the Shuppi marketplace.

Notice-and-Takedown Procedure

All Sellers must review and comply with Shuppi’s “Notice and Procedure for Making Claims of Infringement of Intellectual Property Rights” (the “DMCA Policy”), available at https://shuppi.com/dmca. The DMCA Policy is expressly incorporated into, and forms an integral part of, this Participation Agreement.

Designated DMCA Agent

Claims of copyright infringement—or counter-notices—must be submitted in writing to Shuppi’s Designated Agent:

DMCA Agent – Shuppi Inc.
Mission, TX 
Email: support@shuppi.com
Phone: +1 (956) XXX-XXXX
Submissions must include all elements required by 17 U.S.C. § 512(c)(3) (for notices) or § 512(g)(3) (for counter-notices). Incomplete or unclear submissions may be rejected.

Seller Responsibilities

• Before listing any digital product, you must ensure you own—or are duly licensed to grant—the rights necessary to distribute the content worldwide.
• If you receive a DMCA notice through Shuppi or directly from a rights holder, you must respond promptly and in good faith, either by removing the disputed content or by submitting a valid counter-notice.
• Shuppi may remove or disable access to allegedly infringing material without prior notice, in accordance with § 512.

Repeat-Infringer Policy

Shuppi reserves the right to suspend or terminate any Seller account that is the subject of multiple or egregious infringement claims, or that otherwise appears to abuse intellectual-property rights, in Shuppi’s sole discretion.

Acknowledgment

IT IS ESSENTIAL THAT EVERY SELLER READ AND UNDERSTAND THE DMCA POLICY. By continuing to use the Platform, you acknowledge that you have reviewed the policy and agree to be bound by its procedures and requirements, which Shuppi considers part of this Agreement.

B. Seller Requirements

1. Seller’s Obligations with Respect to Listing Digital Products

1.1 Seller Warranties

By listing a digital product (“Item”) for sale on the Shuppi Platform:

a. You represent and warrant to prospective Buyers that:

• (i) You are the legal owner of all intellectual property rights necessary to license, distribute, or otherwise sell the digital Item through the Platform, or have been duly authorized by the rights holder to do so;
• (ii) You have the right to grant any licenses or usage rights offered in your listing, free from any conflicting claims, liens, third-party encumbrances, or unlicensed dependencies;
• (iii) The Item, product description, title, and associated metadata are accurate, current, complete, and not misleading, deceptive, or infringing.

b. Unless we agree with you in writing to the contrary, you additionally represent and warrant to Shuppi that:

• (i) You are either an individual or business operating in a jurisdiction supported by Shuppi and permitted to use Stripe Connect;
• (ii) You are not listing or distributing any Item that falls under the category of Prohibited Items as defined in this Agreement;
• (iii) The digital product is compliant with all applicable laws, and where required, includes appropriate license terms, usage rights, or copyright notices.

c. You are solely responsible for determining and setting the purchase price for each Item listed for sale on the Platform. All pricing must be inclusive of any applicable taxes and delivery (if applicable), as stated in Section 1.13.

1.2 Compliance with Applicable Law

You further represent and warrant that each digital Item you list, offer, or distribute through the Shuppi Platform is in full compliance with all applicable laws and regulations, including but not limited to:

• U.S. federal, state, and local law (including copyright, export control, and consumer protection laws);
• Laws in the jurisdictions where you reside, where your business is registered, and where your digital products may be accessed by Buyers;
• Any applicable international regulations related to digital commerce, intellectual property, or data transfer.

Specifically, you agree that:

• The Item must not infringe upon or misappropriate the intellectual property or proprietary rights of any third party;
• The Item must not contain or distribute malware, spyware, unauthorized scripts, or any harmful code;
• Where applicable, the Item includes proper license terms governing use (e.g., personal or commercial use);
• The Item is accurately categorized and described, and any technical restrictions (e.g., file type, compatibility) are clearly disclosed;
• You will regularly audit your product listings (at least monthly) to ensure continued compliance with legal requirements and platform rules;
• You will inform Shuppi immediately of any age restrictions, content ratings, or legal limitations that apply to your digital product offerings, especially if governed by U.S. or international law, or subject to intellectual property licensing conditions.

Shuppi makes no representation that digital Items not listed in its Prohibited Items policy are legal to sell, license, or distribute under applicable law.

1.3 Listing Rules

In addition to any other terms or policies incorporated by reference, each Seller is required to adhere to the following listing requirements:

a. You must provide a truthful and accurate description of each digital Item, including details about its functionality, file format, usage rights (e.g., personal or commercial use), and any known limitations. You may not misrepresent the content, purpose, or features of the Item.

b. You may not divert traffic, sales, or Buyers from Shuppi to an external platform, website, or payment service. This includes prohibitions against:

• Including outbound links in product files or descriptions;
• Advertising external storefronts, social media profiles, or private contact information;
• Attempting to process or solicit off-platform payments.

Violation of these listing rules may result in the removal of your listings, suspension of your account, or permanent termination from the Platform.

2. Seller’s Fees

2.1 Fee Obligations

By listing a digital product (“Item”) for sale on the Shuppi Platform, you agree to pay the applicable fees as described in Shuppi’s Fee Schedule and Payment Terms, which is incorporated by reference into this Participation Agreement. These fees may include:

• A Platform Fee of 3% of the gross sale amount, plus $0.25 per completed transaction;
• A Shuppi Network Fee of 25% of the gross sale amount (for Network Transactions only, as defined in Section A of this Agreement);
• Standard payment processing fees imposed by Stripe (currently ~2.9% + $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;
• Any other applicable charges outlined in the Fee Schedule.

You acknowledge and agree that:

• There are no listing fees, subscription charges, or upfront costs for using the Platform;
• All fees are calculated at the time of sale and automatically deducted from gross proceeds before payouts are made to you;
• You are responsible for reviewing the Fee Schedule before each listing, as it may be updated from time to time. The version in effect at the time of sale governs that transaction;
• Shuppi may, at its sole discretion, update its Fee Schedule by posting revised terms on the Platform with or without individual notice. Your continued use of the Platform constitutes acceptance of any such changes.

Shuppi will disburse your net earnings (after deduction of applicable fees) in accordance with the Commission Payout System described in Section A. All disbursements will be made through Stripe Connect in U.S. Dollars (USD) or, where supported, in your local currency converted by Stripe at applicable exchange rates.

2.2 Currency and Payment Method

All fees listed in the Fee Schedule and Payment Terms are denominated in U.S. Dollars (USD). Shuppi accepts and disburses payments only through Stripe Connect, and only to accounts that comply with Stripe’s eligibility requirements and country restrictions.
Sellers must maintain a valid Stripe Connect account linked to their Shuppi Seller profile in order to receive payouts. Shuppi does not offer alternative payment methods. If you are not eligible to use Stripe Connect in your jurisdiction, you may not list Items for sale on the Platform unless otherwise approved in writing by Shuppi.

2.3 Taxes

As Merchant of Record, Shuppi is responsible for determining, collecting, and remitting applicable sales tax, VAT, or other transactional Taxes on digital product sales where required by law. These amounts may be automatically included in the Buyer’s total at checkout and will not affect your payout.
You remain solely responsible for:

• Complying with tax laws applicable to your business income, self-employment, or corporate earnings;
• Reporting your earnings to the relevant tax authorities;
• Maintaining all documentation and compliance related to your business tax status.

Shuppi does not provide tax advice and makes no warranties or representations regarding your individual or business tax obligations beyond its obligations as Merchant of Record.

3. Prohibited Acts

To ensure the integrity of the Shuppi Platform and the lawful use of its Services, each Seller agrees to the following restrictions. Any violation of this Section may result in suspension, termination, or legal action at Shuppi’s sole discretion.

3.1 No Third-Party Selling or Account Masking

Each Seller must list and sell digital Items only for their own account. You may not:

• List, promote, or sell digital products on behalf of another individual, entity, or third party, including clients, licensors, or anonymous collaborators;
• Use a Seller account to disguise or mask the identity of the actual content owner or beneficiary;
• Assign, sublicense, or otherwise transfer your Seller account to another party without prior written consent from Shuppi.

All rights, duties, and obligations under this Agreement are personal to the registered Seller and may not be shared or delegated.

3.2 No Self-Purchasing or Artificial Sales Activity

You may not:

• Purchase or download your own listed Items;
• Induce, encourage, or compensate others to do so for the purpose of inflating sales metrics, triggering commission payments, or manipulating ratings or rankings;
• Use bots, automated tools, or coordinated user behavior to artificially generate traffic, transactions, or affiliate activity.

Any such activity constitutes fraudulent behavior and is grounds for immediate account suspension, forfeiture of earnings, and referral to appropriate authorities.

3.3 No Use in Violation of Shuppi Policies or Law

You may not use the Platform or Services in violation of:

• This Participation Agreement or any other policy or procedure incorporated by reference (including but not limited to the Privacy Policy, Acceptable Use Policy, Intellectual Property Policy, or Fee Schedule);
• Any applicable law, regulation, or industry standard in your jurisdiction or in the jurisdiction of your Buyers;
• Stripe’s Acceptable Use Policy, Services Agreement, or related platform rules;
• Any export controls, embargoes, or sanctions imposed by the United States or other applicable regulatory bodies.

You may not assist or permit others to engage in conduct that would violate this Agreement if undertaken directly by you. You are fully responsible for the actions of any agents, employees, or third parties acting on your behalf or through your account.

4. Shuppi’s Right of Recovery

Shuppi Inc. retains the right to seek full or partial reimbursement from the Seller under the following circumstances:

• If Shuppi, in its sole discretion, elects to refund or credit a Buyer under the terms of Shuppi’s refund policy or customer satisfaction guarantee;
• If Shuppi issues a manual adjustment, compensation, or goodwill credit to a Buyer related to the Seller’s Item or transaction;
• If Shuppi receives a chargeback, payment reversal, or dispute from the Buyer’s bank, card issuer, or payment processor with respect to the transaction involving the Seller’s digital Item.

In any such case, the Seller agrees to promptly reimburse Shuppi in full for the amount refunded or charged back, as well as any related transaction fees, chargeback penalties, or costs incurred by Shuppi. At its option, Shuppi may:

• Offset or deduct the amount owed from the Seller’s current or future payouts;
• Temporarily withhold commissions or revenue until the issue is resolved;
• Invoice the Seller for any outstanding balance not recoverable from platform-held funds.

Sellers are solely responsible for the quality, functionality, licensing, and legal compliance of their digital Items. Failure to deliver a working, non-infringing product, or misrepresenting the nature or rights attached to an Item, may result in Buyer refunds at Shuppi’s discretion and shall trigger recovery rights under this Section.
Shuppi’s decision to issue or deny a refund shall be final and binding. Nothing in this Section limits Shuppi’s other rights or remedies under this Agreement or applicable law.

5. Discounts and Promotional Pricing

Shuppi may run platform-wide sales, discounts, or promotional pricing that affect product pricing. There are three ways a product can be offered at a discount:

• a. Shuppi platform-wide sales events (e.g., 24-hour flash sales, Cyber Monday, etc.), during which product prices are reduced by a certain percentage;
• b. Seller-issued discount coupons, where the Seller chooses coupon conditions such as discount percentage, whether it is for new customers only, expiration date, which products it applies to, etc. Product prices are reduced by a certain percentage; and
• c. Affiliate-issued discount coupons to their followers. This works by reducing the Affiliate's 20% commission (e.g., a 10% discount for Buyers reduces the Affiliate's commission to 10% (20% regular commission - 10% discount for Buyers)). Product prices are NOT reduced by this Affiliate Discount Coupon.

Only one discount can be applied when purchasing a product. During any discount or promotion, the Seller's net proceeds will be calculated based on the final discounted price (where applicable), after deduction of all applicable fees and commissions as outlined in this Fee Schedule. Sellers agree to honor all valid discounts applied through the Platform and acknowledge that Shuppi may adjust payouts accordingly.

6. Shuppi Payment Services

6.1 Registration and Use of Stripe Connect

In order to sell Items through the Shuppi Platform, each Seller must register with Shuppi and connect an account through Shuppi’s designated third-party payment processor, Stripe, Inc., to use the Shuppi payment service (the “Payment Service”). The Payment Service facilitates the processing of payments from Buyers to Sellers for digital Items listed on the Platform. Shuppi acts as the Merchant of Record for all such transactions.

6.2 Payment Transactions and Payouts

A Payment Transaction occurs when a Buyer’s authorized payment method (e.g., credit card, debit card, or other accepted method) is charged, and funds are remitted to the Seller through Stripe Connect. Payment Transactions are facilitated and held by Stripe and are transferred to the Seller’s connected payout account according to the Shuppi Fee Schedule and Payment Terms, incorporated herein by reference. Payouts are made in U.S. Dollars only.

6.3 Velocity Limits and Payout Delays

Shuppi may impose payout schedules and transaction velocity limits (the “Velocity Limits”), including limits on the amount or frequency of disbursements, in its sole discretion or as required by Stripe. Payouts may be delayed if Shuppi or Stripe, acting reasonably, suspects fraud, a breach of this Agreement, or a high risk of chargebacks, disputes, or regulatory issues. Any delay shall not create liability for Shuppi.

6.4 Seller Onboarding Obligations

Sellers are required to provide accurate and complete information during onboarding and must promptly update any material changes, including banking and tax information. Sellers authorize Shuppi and Stripe to verify their identity, request credit and risk assessments, and obtain payment authorizations as needed for Payment Service eligibility and compliance.

6.5 Payout Frequency and Timing

Payments to Sellers are typically initiated on a rolling basis and may be settled daily, weekly, or on another recurring schedule, subject to Stripe’s payout terms and any applicable Stripe Reserve policies. Shuppi does not guarantee a specific timing for payouts and is not responsible for delays caused by Stripe or Seller banking institutions.

6.6 Refund Obligations

In the event that a digital Item is not deliverable or is found to violate this Agreement, applicable law, or a Buyer protection policy adopted by Shuppi, Sellers are required to promptly issue a refund within three (3) days of notice from Shuppi or from the Buyer. Failure to do so authorizes Shuppi to issue the refund and seek reimbursement under Section 4.

6.7 Right to Cancel or Delay Payment Transactions

Shuppi may refuse to process or may cancel a Payment Transaction or delay a payout:

• If the transaction violates this Agreement, applicable law, or Stripe policies;
• If Buyer or Seller conduct raises fraud concerns or regulatory risk;
• If the Item is subject to a takedown notice or DMCA complaint;
• Or if Shuppi determines, in its sole discretion, that such action is necessary to protect the integrity of the Platform.

6.8 Payment-Related Notices

Shuppi shall communicate payment and payout-related notices electronically via email to the Seller’s registered email address or via the Seller dashboard. All notices shall be deemed delivered one Business Day after transmission. Sellers must monitor and maintain valid contact details at all times. Notices to Shuppi shall be sent to support@shuppi.com.

6.9 U.S.-Only Disbursements and Interest Disclaimer

All payments will be remitted exclusively to U.S.-based bank accounts. Shuppi does not support international remittances unless otherwise agreed in writing. Shuppi may earn interest or receive float revenue on balances temporarily held by Stripe or in transit; Sellers are not entitled to such earnings.

6.10 Termination of Payment Service

A Seller may terminate its participation in the Payment Service by providing notice to Shuppi, and Shuppi may do so with or without cause by providing notice to the Seller. Termination shall not relieve the Seller of obligations incurred prior to the effective date, including any owed fees, pending transactions, or buyer disputes. Upon termination, any pending disbursements may be canceled or delayed until any investigations are completed.

C. Purchases And Sales

1. The Shuppi Payment Service

Shuppi Inc. uses a third-party payment processor (currently, Stripe Connect) to facilitate purchases and disbursements on its platform ("Payment Service"). To maintain platform security and operational integrity, Shuppi may, in its sole discretion, implement transaction thresholds and restrictions on both buyers and sellers (collectively referred to as “Velocity Limits”). These limits may apply to transaction volume, frequency, disbursement timing, or monetary amounts and may vary among Participants. For security reasons, Shuppi does not disclose specific Velocity Limits. Where Velocity Limits are reached, Shuppi may require that additional transactions or disbursements be delayed or managed outside the platform, consistent with applicable laws and platform policies.

2. Buyer's Fees

Shuppi currently does not charge buyers any additional service fees for purchasing digital goods through its platform. However, Shuppi reserves the right to impose such fees in the future, upon reasonable notice and by amending this Agreement and its associated policies.

3. Prohibited Acts

Participants are strictly prohibited from engaging in deceptive, fraudulent, or manipulative conduct on the platform, including but not limited to:

• Coordinating or participating in “shill” transactions or other schemes to simulate demand or inflate reputations;
• Using bots or software to artificially interfere with purchase activity;
• Circumventing the platform’s payment or delivery mechanisms to avoid fees;
• Violating any applicable law or encouraging, assisting, or enabling others to do so through use of the platform.

Violation of these terms may result in immediate suspension or termination of the Participant’s account, removal of listings, forfeiture of payouts, and other legal remedies as deemed appropriate by Shuppi in its sole discretion.

4. Inspection Of Digital Items

Due to the intangible nature of digital goods, buyers are strongly encouraged to review all digital content immediately upon delivery or download. Any concerns related to product conformity, usability, or authenticity must be reported through Shuppi’s support system at support@shuppi.com within three (3) calendar days of delivery, after which the transaction will be considered final unless otherwise required by law.

SCHEDULE OF FEES AND PAYMENT TERMS

This Schedule of Fees and Payment Terms ("Fee Schedule") is incorporated by reference into the Shuppi Seller Participation Agreement and governs the fees applicable to transactions made through the Shuppi platform.

1. Platform Fees

Direct Sales (Buyer purchases directly from Seller’s storefront):

• Platform Fee: 3% of the Item’s listed sales price.
• Fixed Platform Fee: $0.25 per transaction.
• Seller Receives: The listed sales price minus the Platform Fee and Fixed Platform Fee, disbursed via Stripe Connect, subject to Stripe’s processing fees.
• Note: Growth Partner (2%) and Founding Partner (1%) commissions paid by Shuppi separately from its platform revenue.

Example: $100 Direct Sale

Network Sales (Buyer purchases from Seller through a referral by another User or Growth Partner):

• Platform Fee: 3% of the Item’s listed sales price.
• Network Commission Fee: 25% of the Item’s listed sales price.
• Fixed Platform Fee: $0.25 per transaction.
• Seller Receives: The listed sales price minus the Platform Fee, Network Commission Fee, and Fixed Platform Fee, disbursed via Stripe Connect, subject to Stripe’s processing fees.
• Note: All participant commissions (Affiliate 20%, Affiliate Partner 5%, Growth Partner 2%, Founding Partner 1%) funded by Shuppi from its platform revenue.

Example: $100 Network Sale

2. Payment Disbursement

• Hold Period: All seller earnings are held until the seven (7)-day refund period for each sale has expired.
• Payout Schedule: Seller earnings are disbursed weekly, bi-weekly, or monthly, depending on the seller’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 seller’s monthly earnings for up to ninety (90) days if excessive chargebacks are detected.
• Sellers authorize Shuppi to issue both positive and negative adjustments to their designated bank accounts as needed for corrections, reversals, or fraud mitigation.
• All payments are made in U.S. Dollars.

3. Taxes

• Shuppi Inc., as the Merchant of Record, collects and remits sales tax where required by law.
• Sellers shall not charge additional tax on top of the listed sales price. All product prices must be tax-inclusive.

4. Changes To Fees
Shuppi reserves the right to revise or update this Fee Schedule at any time. Any changes shall be posted on the platform with at least fifteen (15) days’ advance notice, unless otherwise required by law. Continued use of the Services after such notice constitutes acceptance of the updated terms.