Shuppi Terms of Service Agreement

Effective Date:

Last Updated Date: July 23, 2025

Please read this Terms of Service Agreement (the "Terms of Service") carefully. This Terms of Service applies to your access to and use of:

(a) the website operated by Shuppi Inc., a Texas corporation ("Shuppi," "we," "us," or "our"), located at shuppi.com (the "Website");

(b) any mobile applications offered by Shuppi (each, an "Application" and together with the Website, the "Platform"); and

(c) all products, services, technologies, features, content, tools, and functionalities made available by Shuppi through the Platform, including but not limited to our digital marketplace, e-commerce storefront services, instant product delivery system, referral and affiliate tools, and commission management features (collectively, the "Services").

These Terms govern your use of the Platform and Services, whether you are a Creator (Seller), Buyer, Affiliate, Growth Partner, Founding Partner, or any other user participating in the Shuppi ecosystem. By accessing or using any part of the Services, you agree to be bound by these Terms, as well as our Privacy Policy and any applicable supplemental terms referenced herein.

1. ACCEPTANCE OF TERMS

The Services are available to a range of participants, including Sellers, Buyers, Affiliates, Affiliate Partners, Growth Partners, and Founding Partners, each of whom may have additional responsibilities under separate or supplemental terms. Your use of the Services in any such capacity constitutes your agreement to be bound by this Agreement.

By accessing or using our Services in any way—including by clicking on the "I Accept" button, completing the registration process, making inventory available on the Services, and/or browsing the Website or downloading our Application—you represent that:

(1) you have read, understand, and agree to be bound by the Terms of Service;

(2) you are of legal age to form a binding contract with Shuppi; and

(3) you have the authority to enter into the Terms of Service personally or on behalf of the entity you have named as the user, and to bind that entity to the Terms of Service.

The term "you" refers to you as an individual and any legal entity that you have named as a user at the time of registration for the Services. If you do not agree to be bound by these Terms of Service, you may not access or use any of the Services.

The Terms of Service include:

(1) your agreement that the Services are provided "as is" and without warranty (see Section 20, Disclaimer of Warranties);

(2) your consent to release Shuppi from liability (see Section 18, Release); and

(3) your agreement to indemnify Shuppi for your use of, or inability to use, the Services (see Section 19, Indemnification).

Be aware that Section 25 (Arbitration Agreement) contains provisions governing how to resolve disputes between you and Shuppi. Among other things, Section 25 includes an agreement to arbitrate, which requires—with limited exceptions—that all disputes between you and us shall be resolved by binding and final arbitration. Section 25 also contains a class action and jury trial waiver. Please read Section 25 carefully.

Unless you opt out of the agreement to arbitrate within 30 days:

(1) you will only be permitted to pursue disputes or claims and seek relief against us on an individual basis—not as a plaintiff or class member in any class or representative action or proceeding—and you waive your right to participate in a class action lawsuit or class-wide arbitration; and

(2) you are waiving your right to pursue disputes or claims and seek relief in a court of law and to have a jury trial.

Any dispute, claim, or request for relief relating in any way to your use of the Site will be governed and interpreted by and under the laws of the State of Texas, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement.

Be aware that Section 3 of this Agreement, below, contains your consent to receive communications from us, including via email, text message, calls, and push notifications.

Your use of, and participation in, certain Services may be subject to additional terms ("Supplemental Terms") and such Supplemental Terms will either be listed in the Terms of Service or will be presented to you for your acceptance when you sign up to use the supplemental Services. If the Terms of Service are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Services. The Terms of Service and any applicable Supplemental Terms are collectively referred to herein as the "Agreement."

2. ELIGIBILITY AND ACCESS

2.1 Minimum Age Requirement.

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. If you are 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 must be at least 18 years of age or the age of majority in your jurisdiction of residence, with full legal capacity and authority to form 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.

2.2 Compliance with Laws.

You are solely responsible for ensuring that your use of the Shuppi platform complies with all applicable laws, rules, and regulations. Access to the Services is prohibited where such use is unlawful or where these Terms conflict with applicable legal requirements.

This includes, but is not limited to, compliance with applicable tax, export control, anti-money laundering (AML), and digital product sales laws. Users engaging in cross-border transactions are responsible for determining whether such transactions are lawful in their jurisdiction.

2.3 Personal Use Only

The Services provided by Shuppi are for your personal and professional use in accordance with our Seller and Buyer guidelines. You may not use the Services on behalf of or for the benefit of any third party without our express prior written consent, except as expressly permitted under an authorized Seller account.

2.4 Authority to Bind an Organization

If you are using the Shuppi platform on behalf of an organization or entity, you represent and warrant that you have the authority to bind that organization or entity to these Terms. In such cases, references to “you” and “your” in these Terms will refer to that organization or entity, unless the context clearly indicates otherwise.

2.5 Platform Discretion

Shuppi reserves the right to change its eligibility criteria at any time, the right to suspend or terminate any account (individual or entity) that violates Stripe’s _______________________ Policy or whose activity is deemed non-compliant with our third-party service providers, including payment processors.

3. OVERVIEW OF OUR SERVICES.

3.1 Shuppi Merchant of Record Services.

The Services enable creators of digital products (“Sellers”) who maintain a valid Supplier Account (as defined below) with Shuppi to appoint Shuppi as their non-exclusive authorized reseller for certain digital products that Shuppi, in its sole discretion, deems eligible for resale through the Platform (“Digital Products” or “Products”). These Products may be offered for resale by Shuppi to buyers (“Buyers”) either directly through https://shuppi.com (the “Website”) or via the Seller’s owned or controlled online property (“Seller Property”) that integrates Shuppi’s Services. For the avoidance of doubt, Shuppi shall have no responsibility or obligation with respect to any transactions that are not conducted through the Services.

As the Merchant of Record, Shuppi is responsible for collecting payments, remitting applicable sales taxes, managing refunds in accordance with our Refund Policy, and issuing digital product download links. Sellers acknowledge and authorize Shuppi to act as the seller of record for tax and payment purposes.

3.2 Shuppi Network Participation and Commission Program.

All Sellers on the Shuppi Platform are automatically enrolled in the Shuppi Network, which allows their eligible Digital Products to be promoted by approved Network Participants—including Affiliates, Affiliate Partners, Growth Partners, and Founding Partners—under the terms of the Shuppi Affiliate and Referral Program.

When a sale is made through a promotional link (“Link”) shared by a Network Participant, or otherwise attributed to that participant through Shuppi’s attribution system (e.g., cookies, referral headers, invite codes), the transaction is classified as a Network Transaction. For each Network Transaction, Shuppi applies a Network Fee equal to 25% of the retail price (as set by the Seller at the time of purchase). This Network Fee is retained by Shuppi to fund all applicable commissions and incentives associated with the Network.

Sellers do not pay commissions directly to Network Participants. All such payments are funded entirely from Shuppi’s retained Network Fee and do not reduce the Seller’s payout. Sellers cannot opt out of Network participation, and agree to make their Products eligible for distribution and promotion through Shuppi’s referral ecosystem as a condition of listing on the Platform.

Additional information on commission attribution and Network Participant roles is provided in the Shuppi Affiliate and Referral Program Policy, which is incorporated by reference into this Agreement.

4. INTERACTIONS WITH OTHER USERS.

When interacting with other users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don't know. You are solely responsible for your interactions with other users (including Buyers and/or Suppliers) and any other parties with whom you interact; provided, however, that Shuppi reserves the right, but has no obligation, to provide support in the event of disputes between users. YOU AGREE THAT NEITHER SHUPPI NOR ITS AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES, AND THAT SHUPPI MAKES NO REPRESENTATION WITH RESPECT TO INTERACTIONS BETWEEN USERS. SHUPPI AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES.

5. USE OF THE SERVICES.

The Services, and the information and content available on the Services, are protected by copyright and other intellectual property rights laws throughout the world. Unless otherwise specified by Shuppi in a separate license, your right to use any and all of the Services is subject to the Agreement.

5.1 Website License.

Subject to your compliance with this Agreement, Shuppi grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the features and functionality of the Platform via the Website solely for your lawful personal or business activities in connection with:

Listing, selling, or purchasing digital products;
Participating in the Shuppi Affiliate, Growth Partner, or Founding Partner Programs;
Using the seller dashboard, analytics tools, and payout features;
Referring other users or promoting products through approved channels.

No right, title, or interest in the Website or Services is transferred to you, and all rights not expressly granted are reserved by Shuppi.

5.2 Application License.

If Shuppi provides a downloadable application (the "Application"), then, subject to your compliance with this Agreement, Shuppi grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to download, install, and use the Application on a compatible mobile device or computer for your authorized participation in the Services.

If you access the Application via the Apple App Store or Google Play, you agree to use the Application in accordance with their respective usage rules and licensing restrictions, including any family-sharing or enterprise use guidelines. All rights not expressly granted herein are reserved by Shuppi.

5.3 Updates.

You understand that the Services are continuously evolving. Shuppi may require or implement updates, upgrades, patches, or changes to the Services, which may occur with or without notice. These updates may be necessary for continued use. You may also need to update third-party software or systems (e.g., Stripe, web browsers) to maintain access to core functionality.

5.4 Shuppi Communications.

By creating an account or using the Services, you consent to receive communications from Shuppi, including via email, text message, phone calls, and/or push notifications. These communications may include:

Transaction confirmations and digital product deliveries;
Updates regarding commissions, payouts, or program participation;
Security alerts or account notifications;
Product Support-related communications/notifications;
Promotional or marketing messages (which you may opt out of);
System changes or policy updates.

Message and data rates may apply. You can manage your preferences via account settings or contact us at support@shuppi.com.

6. REGISTRATION.

6.1 Registering Your Account.

In order to access certain features of the Services including buying digital products, selling as a Supplier, earning commissions as an Affiliate, or participating as a Growth or Founding Partner you must create an account on the Platform (a “Registered User”). For purposes of the Agreement, a "Registered User" is a user who has registered an account on the Services ("Account"), has a valid account on the social networking service ("SNS") through which the user has connected to the Services (each such account, a "Third-Party Account"), or has an account with the provider of the Application for the user's mobile device.

You agree to provide complete, accurate, and current information during registration and to maintain your account information accordingly. Shuppi acts as the Merchant of Record for all transactions on the Platform, and you authorize Shuppi to manage sales, taxes, refunds, and financial transactions on your behalf, as applicable to your role.

6.2 Additional Identity Verification.

Shuppi reserves the right, but shall have no obligation, to request additional verification information from you at any time in order to comply with applicable laws and to mitigate the risk of fraud, money laundering, terrorist financing, or violations of export control and sanctions regulations. Such information may include, without limitation:

(a) your full legal name and residential or business address;

(b) your government-issued identification or passport;

(d) your bank account details or other payout information; and

(e) business registration documentation, where applicable.

Shuppi may suspend or delay access to certain Services, including payout eligibility, until such requested verification information has been received and approved.

6.3 Access Through a SNS.

If you access or connect to the Services via a third-party social networking service (“SNS”) or link your Account to a Third-Party Account, you hereby represent that you are entitled to disclose your SNS login credentials and to grant Shuppi access to such Third-Party Account pursuant to the applicable terms governing such SNS. You further acknowledge that Shuppi may access, use, or display content and data stored in your Third-Party Account (“SNS Content”) solely in connection with your use of the Services.

You may disable access between your Account and any Third-Party Account at any time via the Services’ settings interface. You acknowledge and agree that Shuppi has no control over the availability or content of any Third-Party Account, and that your relationship with such third-party providers shall be governed solely by your agreement(s) with them.

6.4 Registration Data.

In registering an account, you agree that you represent and warrant that: (i) you are at least sixteen (16) years of age (or the minimum age of digital consent in your jurisdiction); (ii) you have the capacity to enter into binding contracts; and (iii) you are not prohibited from using the Services under any applicable law.

You are solely responsible for maintaining the confidentiality of your Account credentials and for all activities conducted through your Account. You agree to immediately notify Shuppi of any unauthorized access or use of your Account. You shall not create an Account using false or misleading information, impersonate any other person or entity, or operate multiple Accounts in violation of Shuppi’s guidelines. Shuppi reserves the right to reclaim usernames or terminate duplicate or abusive Accounts at its sole discretion.

6.5 Necessary Equipment and Software.

You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.

7. THIRD-PARTY PAYMENTS PROVIDERS.

Shuppi currently uses Stripe, Inc. and its affiliates (collectively, “Stripe”) as its third-party payment service provider for processing transactions, disbursing payouts, and facilitating payments through Stripe Connect. By registering for or using the Services, you:

(a) agree to be bound by Stripe’s Privacy Policy and Connect Account Agreement, as may be amended from time to time;

(b) authorize Shuppi to share your information, including personally identifiable and financial information, with Stripe to the extent necessary to enable the provision of payment processing and disbursement services; and

(c) agree to provide only true, accurate, current, and complete information to Stripe and to promptly update such information as necessary.

You acknowledge that your ability to receive payments, commissions, or Seller revenue is conditioned on your acceptance of, and compliance with, Stripe’s applicable terms and conditions. Shuppi shall not be liable for any delays, errors, or withholding of funds resulting from your failure to satisfy Stripe’s onboarding or compliance requirements.

All use of the Services remains subject to this Agreement and to the terms imposed by any third-party service provider on whom Shuppi relies to facilitate its core transaction infrastructure.

8. SUPPLIER-SPECIFIC TERMS.

In addition to other terms applicable to Suppliers in this Agreement, if you are a Supplier, by accessing and using the Services and having your Digital Products resold through the Services, you agree to the terms set forth in this Section 8 (Supplier-Specific Terms):

8.1 Appointment.

You hereby appoint Shuppi as your non-exclusive digital storefront operator and Merchant of Record (MoR) to facilitate the licensed resale of your Digital Products (including updates or upgrades) that you designate as available for sale and that Shuppi deems eligible. Shuppi reserves the right, in its sole discretion, to determine which Digital Products meet its eligibility criteria and may refuse to sell or distribute any products deemed fraudulent, illegal, or otherwise inappropriate under applicable laws or platform policies.

You acknowledge and agree that:

Shuppi is the Merchant of Record for transactions between you and the Buyer;
Shuppi is solely responsible for collecting and remitting payment from Buyers;
You shall not invoice Buyers directly or contact them for payment regarding any completed sale through the platform; and
Shuppi will remit to you the applicable Supplier Fee (defined below), with all applicable participant commissions (e.g., Affiliates, Growth Partners, etc.) funded entirely from Shuppi’s portion of platform fees** and not deducted from your payout.**

8.2 Merchant of Record Services.

In connection with the appointment above, Shuppi will use commercially reasonable efforts to provide the following services (collectively, the "MOR Services"):

(a) Establish and maintain a Supplier Account for you, with dashboard access to view real-time sales data, earnings, and attribution of commissions;
(b) Act as your non-exclusive reseller of Digital Products across all territories that Shuppi supports;
(c) Facilitate secure, instant download or access to your Digital Products for Buyers;
(d) Provide first-tier Buyer support including invoicing, refunds, chargebacks, and payment disputes;
(e) Act as the responsible party for collection, reporting, and remittance of all applicable sales taxes and other indirect taxes associated with the resale of your Products;
(f) Pay applicable network-related commissions (Affiliate, Affiliate Partner, Growth Partner, Founding Partner) out of Shuppi’s platform or network fee revenues without reducing Supplier Fees owed to you.

8.3 Pricing Determination.

For each of your Products, you will provide us with your suggested retail price (or license fee). However, you acknowledge and agree that Shuppi, as merchant of record for the resale of each Product, reserves the right to set the price (or license fee) at which such Product is offered for resale to Buyers through the Services.

8.4 Promotional Discounts

Shuppi may, at its sole discretion, offer promotional discounts on products available through the Platform in the following manners, subject to any additional terms and conditions that may apply to each promotion:

a. Platform-Wide Sales Events: During designated events, such as 24-hour flash sales or Cyber Monday promotions, Shuppi may temporarily reduce product prices by a specified percentage across the Platform. Sellers may, at their option, issue and distribute Seller Discount Coupons that are redeemable exclusively during these events, further reducing applicable product prices in accordance with the coupon's terms.

b. Seller-Issued Coupons: Sellers may independently create, issue, and distribute coupons with predefined conditions, including but not limited to the discount percentage, restrictions to new customers only, expiration dates, minimum purchase requirements, and eligibility for specific products or categories. Upon valid redemption, these coupons shall reduce the applicable product prices by the specified percentage or amount.

c. Affiliate-Issued Coupons: Affiliates may issue Affiliate Discount Coupons to their followers or audience. These coupons provide a discount to the buyer by reducing the affiliate's standard 20% commission on the qualifying sale (for example, a 10% buyer discount would correspondingly reduce the affiliate's commission to 10%). For clarity, Affiliate Discount Coupons do not reduce the listed product prices; instead, the discount is funded solely through the adjustment to the affiliate's commission.

Notwithstanding the foregoing, only one promotional discount (whether from a Platform-Wide Sales Event, Seller-Issued Coupon, or Affiliate-Issued Coupon) may be applied per product purchase. Discounts are non-transferable, non-stackable, and may not be combined with any other offers unless expressly permitted by Shuppi. Shuppi reserves the right to modify, suspend, or terminate any promotional discount at any time without prior notice. All discounts are void where prohibited by law and are subject to verification and approval by Shuppi.Shuppi may offer promotional discounts on products through the Platform in the following ways:

8.5 Shuppi Fee and Supplier Fee.

In consideration of the MOR Services, you agree to pay Shuppi a per-transaction fee, which is automatically deducted from the gross purchase price. The remainder, net of applicable sales taxes and third-party payment processing fees (e.g., Stripe), is your Supplier Fees will be paid to you after a completed resale transaction based on an agreed upon settlement schedule, which is subject to change at the discretion of Shuppi**.**

The applicable fees are as follows:

Platform Fee: 3% of sale price** + $0.25 per transaction **
Shuppi Network Fee**: **25% of sale price (applies only to Network Transactions)
Payment Processing: Stripe processing fees (currently ~2.9% + $0.30)

Commissions owed to participants in Shuppi’s referral and affiliate ecosystem are funded exclusively by Shuppi from these fees and do not reduce the Supplier Fee. Payouts to you will be made on a periodic schedule (e.g., weekly, bi-weekly, or monthly), after the applicable refund period has expired.

Shuppi reserves the right to offset any unpaid obligations you may owe (e.g., refund liabilities) against future Supplier Fee payouts.

8.6 License to Your Products; Restrictions.

You grant Shuppi a limited, non-exclusive, royalty-free, worldwide license to:

(a) market, promote, and resell access to your Digital Products on the Services;

(b) deliver your Digital Products to Buyers upon purchase;

Shuppi shall not modify, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of any such Product except to the extent the foregoing restrictions are expressly prohibited by applicable law, or with your express written permission.

8.7 License to Your Trademarks.

You hereby grant Shuppi a non-exclusive, non-transferable (except in connection with a permitted assignment of this Agreement), worldwide, royalty-free right and license during the term of this Agreement, to use and display your trademarks, logos, service marks, and trade names, whether or not registered, if any, as provided by you (collectively, "Your Trademarks") through the Services, solely for the purposes of promoting and marketing your Products on or through the Services. Shuppi will not remove, alter, or obscure any of Your Trademarks incorporated in or accompanying any of your Products or your Product Documentation.

8.8 End User License Terms for Your Products.

Notwithstanding the appointment of Shuppi as the authorized reseller of your Products and the merchant of record of each resale of your Products through the Services, you acknowledge and agree that each of your Products that is resold through the Services is licensed by you through Shuppi to the relevant Buyer. You shall provide license terms and Product Documentation applicable for each Product (e.g., “Personal Use,” “Commercial Use,” or custom terms), which Shuppi will display during checkout. If you do not provide specific terms, a default Personal Use license will apply. These license terms form a binding agreement between you and each Buyer.

8.9 Delivery of Digital Products.

With respect to a Digital Product, Supplier shall upload a digital file in a format approved by Shuppi (including, but not limited to, .mp3, .pdf, .png, .jpeg files) to the Services. Upon a Buyer's purchase of a Digital Product on the Services, Shuppi will promptly facilitate the delivery of the Digital Product to Buyer.

You are responsible for ensuring that all uploaded files are operational, non-corrupted, and compliant with platform policies.

8.10 Your Representations and Warranties.

You represent and warrant that during the term of this Agreement:

(a) You own or have rights to license all Digital Products listed;

(b) All information in your Supplier Account and Product listings is accurate and up to date;

(d) None of your Products are prohibited by Shuppi’s content policies or applicable laws;

(e) Your Products will not breach the rules of any payment processor, including Stripe, or engage in illegal or deceptive practices;

(f) You will not encourage or permit unauthorized redistribution or resale of your Products beyond the license scope.

8.11 License Definitions and Restrictions.

For clarity and to ensure consistent application across the Platform:

(a) Personal Use means the Buyer may download, view, and use the Digital Product solely for non-commercial, individual purposes. This includes personal enjoyment, education, or private projects, but excludes any form of resale, redistribution, sublicensing, public display, incorporation into commercial goods or services, or use in a business context that generates revenue.

(b) Commercial Use means the Buyer may, in addition to Personal Use rights, incorporate the Digital Product into commercial projects, products, or services for resale or revenue generation, subject to any additional restrictions specified by the Seller (e.g., attribution requirements or limits on modifications). However, this does not permit unlimited redistribution, sublicensing to third parties, or use in ways that violate applicable laws or Shuppi’s policies.

(c) If you provide custom license terms, such terms must not contradict or undermine Shuppi’s policies, including but not limited to the Acceptable Use Policy, Prohibited Products and Activities list, Refund Policy, or any obligations under this Agreement (e.g., they may not waive Shuppi’s rights as Merchant of Record or encourage off-platform transactions). Shuppi reserves the right to review, reject, or require modifications to custom terms that violate this restriction. If no valid license terms are provided, the default Personal Use license will apply.

9. REFUNDS, CHARGEBACKS, DISPUTES.

The following provisions in this Section 9 (Refunds, Chargebacks, Disputes) govern the obligations and responsibilities of both Suppliers and Buyers:

9.1 If you are a Supplier:

(a) Shuppi will handle all Buyers' requests for refunds, chargebacks, and other disputes at its sole discretion, in accordance with Shuppi’s Refund Policy. If a refund is approved within the standard seven (7) day refund period, the related transaction will be reversed, and the Supplier will not be entitled to a Supplier Fee for that transaction. Since payouts to Suppliers are made only after the refund window expires, the Supplier is not responsible for reimbursing Shuppi for refund amounts unless such refund arises from (i) misrepresentation of the Product; (ii) repeated technical defects in uploaded files; or (iii) a material breach of this Agreement by the Supplier. The Supplier agrees to provide all reasonably requested information to assist Shuppi in resolving Buyer disputes.

9.2 If you are a Buyer:

(a) Upon receiving a refund or reversal, the Buyer must immediately cease all use of the refunded Product and permanently delete or destroy all copies. The Buyer is solely responsible for managing the use and storage of Digital Products to avoid any legal liability, including, but not limited to, criminal and/or civil liability or potential privacy, security, or technical vulnerabilities. License rights to any refunded Product are automatically revoked.

(b) If you request a refund through Shuppi and simultaneously initiate a dispute or chargeback with your payment method provider for the same transaction, your refund request through Shuppi will be automatically declined. This does not affect your rights under the dispute resolution process of your payment provider. However, to avoid duplicative claims and unnecessary delays, you agree not to pursue a refund request through Shuppi for any Product if you have already initiated a payment dispute. Buyers are encouraged to contact Shuppi’s support team to resolve issues before initiating any external chargeback.

10. PURCHASING PRODUCTS.

10.1 Purchasing Digital Products.

Buyers may purchase Digital Products through the Platform with or without registering for a Shuppi Account. Account registration is optional but enables access to purchase history, re-download functionality through the Shuppi Library, and license management features.

To complete a purchase, the Buyer must submit a valid and authorized payment method and successfully complete the checkout process. All payments must be made via the Platform’s integrated payment processor (currently Stripe). By completing a purchase, the Buyer acknowledges and agrees that Shuppi, as the Merchant of Record, is responsible for collecting payment, processing taxes where applicable, and delivering the Digital Product.

Upon successful payment, the Buyer is granted a limited, non-exclusive, non-transferable license to use the purchased Digital Product in accordance with the usage rights selected by the Seller at the time of listing (e.g., Personal Use or Commercial Use). Unless otherwise indicated, resale, redistribution, sublicensing, or public display of the Product is strictly prohibited.

Buyers may request a refund within seven (7) days of purchase if: (i) the Product is not as described; (ii) the Product is defective or technically unusable; (iii) the Product was purchased in duplicate; or (iv) the Product could not be accessed due to a system error. Refunds are issued via the original payment method. After this period, all sales are final unless otherwise required by law.

Refund requests do not automatically cancel or reverse any license granted prior to the refund. If a refund is issued, the Buyer must immediately cease use and delete all copies of the Product.

10.2 Subscriptions.

(a) Subscription Access and Renewals.

Certain Digital Products may be offered on a subscription basis (“Subscription”), which grants time-limited access to such Products during the applicable subscription term (“Subscription Period”). Subscriptions automatically renew at the end of each Subscription Period at Shuppi’s then-current pricing unless canceled in accordance with these Terms. By enrolling in a Subscription, the Buyer authorizes Shuppi to charge their selected payment method at each renewal.

If a renewal payment fails, Shuppi may (i) suspend or terminate access to the Subscription Product, and/or (ii) continue to retry payment using the stored payment method until successful. A renewed Subscription begins from the payment date, not the original expiration date.

Shuppi may modify Subscription pricing at any time. In the event of a price increase, Buyers will receive advance notice via the Platform or email. If the Buyer disagrees with the price change, they may cancel their Subscription prior to the renewal date.

(b) Cancellation and Refunds.

Buyers may cancel a Subscription at any time by using the designated cancellation mechanism available via the Platform. Cancellation prevents renewal but does not affect access for the remainder of the active Subscription Period. Prorated refunds are not offered for early cancellation, unless required by applicable law. All usage rights granted under the Subscription terminate at the end of the Subscription Period unless otherwise specified.

11. CURRENCY CONVERSION.

Shuppi Inc. operates a global digital marketplace that supports localized pricing for Buyers in over 100 currencies. As Merchant of Record for all transactions on the Platform, Shuppi facilitates the display of product prices in the Buyer’s local currency based on real-time or near-real-time exchange rates sourced from one or more commercially reasonable providers, which may include integrated payment processors (e.g., Stripe), financial data services (e.g., Open Exchange Rates, XE.com), or other reputable sources.

While Shuppi endeavors to reflect current exchange rates as accurately as reasonably possible, localized prices may differ slightly from live market rates due to rounding, caching, market volatility, or scheduled rate updates. Shuppi does not guarantee that the exchange rate applied will be the most favorable available to the Buyer at the time of purchase. Buyers are encouraged to consult independent currency conversion sources if precise rate confirmation is needed.

All transactions processed through the Platform are settled in United States Dollars (USD). This means that:

The actual charge to the Buyer’s payment method will be billed in USD, regardless of the displayed local currency.
Any applicable sales taxes, platform fees, or payment processing charges will also be denominated and calculated in USD.
All Seller earnings, referral commissions, and other participant payouts are calculated and disbursed in USD via Stripe Connect, subject to platform and processing fees.

Buyers may incur additional foreign transaction or conversion fees imposed by their card issuer, bank, or financial institution. Shuppi does not control or assume responsibility for such fees and disclaims all liability related to third-party financial charges.

Sellers and other payout recipients should be aware that while Stripe Connect may support local bank payouts in non-USD currencies, Shuppi settles all account activity and commission calculations in USD. Exchange rates used by Stripe for payouts are determined solely by Stripe and are subject to its own policies and timing. For more details, participants must review the Stripe Services Agreement and Stripe Connect Terms.

12. TAXES.

12.1 Definitions.

“Indirect Tax” means any sales tax, use tax, value-added tax (VAT), goods and services tax (GST), consumption tax, digital services tax, import duty, customs duty, or any similar tax imposed in any jurisdiction, including penalties and interest related thereto.

“Direct Tax” means any income, corporate, or personal tax assessed on a participant’s earnings or income.

12.2 Shuppi as Merchant of Record

Shuppi operates as the Merchant of Record (MoR) for all transactions facilitated through the Platform. As such, Shuppi shall be deemed the supplier or principal for applicable Indirect Tax purposes and shall be responsible, where legally required, for the administration, collection, reporting, and remittance of relevant Indirect Taxes on digital products sold through the Services.

In cases where Shuppi is not deemed the supplier under applicable law, but determines in good faith that it has a tax remittance obligation, Shuppi may nonetheless collect and remit applicable Indirect Taxes in connection with such transactions. Sellers may be required to furnish Shuppi with resale certificates or related documentation to ensure compliance with local tax rules.

12.3 Indirect Tax on Platform Fees and Other Charges

Shuppi’s Platform Fees and Network Fees may be subject to Indirect Tax in certain jurisdictions. Where applicable, Shuppi shall collect and remit such taxes in accordance with local law. Sellers and Buyers may be responsible for accounting for such tax under a reverse charge mechanism where required by law outside the United States.

12.4 Indirect Tax on Commission Payouts

All commissions (including those paid to Affiliates, Affiliate Partners, Growth Partners, and Founding Partners) are funded from Shuppi’s share of Platform or Network Fees. Shuppi shall determine whether applicable Indirect Taxes apply to such commission payouts and shall either (i) remit such taxes directly or (ii) provide appropriate reporting for self-assessment, as required. Commission recipients are responsible for ensuring their compliance with local tax obligations.

12.5 Buyer Tax Responsibilities

Buyers may be responsible for remitting Indirect Taxes not collected by Shuppi at checkout, particularly in jurisdictions where a reverse charge mechanism applies. Buyers are solely responsible for determining and fulfilling any additional tax obligations imposed by their local jurisdictions in connection with purchases made via the Platform.

12.6 Direct Taxes

Each user is solely responsible for determining, collecting, reporting, and remitting any applicable income, self-employment, or other direct taxes arising from activity on the Platform. Shuppi may, where required by law, issue tax documentation (e.g., Form 1099) and report income to tax authorities. Shuppi reserves the right to disclose account activity or user information in response to lawful tax authority inquiries.

12.7 Tax-Exclusive Pricing and Gross-Up

Unless otherwise specified, all fees, charges, and payments referenced in this Agreement are exclusive of Indirect Taxes. Where Indirect Taxes are applicable, the applicable amount shall be added to and paid with the relevant fee or charge. Commission payouts and other amounts payable by Shuppi are inclusive of any applicable Indirect Taxes; no gross-up or additional tax reimbursement shall be owed by Shuppi.

12.8 Tax Withholding and Setoff Rights

Shuppi shall be entitled to deduct or withhold from payments due to any user any amount required to satisfy applicable tax withholding or reporting obligations. Such deductions shall be deemed paid in satisfaction of amounts owed to the user. Shuppi shall have no obligation to gross-up any payment or reimburse the user for such withholding. Shuppi may offset any tax liability or indemnity owed to tax authorities against amounts payable under this Agreement.

13. ADDITIONAL SUPPLIER OBLIGATIONS.

13.1 Supplier's Payment of Shuppi Fees.

Shuppi does not charge listing fees, insertion fees, subscription fees, or any other recurring charges to Suppliers. Instead, Shuppi collects a transaction-based platform fee and, where applicable, a network fee, both of which are deducted from gross purchase proceeds in accordance with the Fee Schedule posted on the Website.

Fees applicable to a transaction vary depending on whether the sale is classified as a Direct Transaction (where the Buyer was sourced by the Supplier) or a Network Transaction (where the Buyer was sourced through Shuppi’s marketing channels, affiliates, or platform promotions). The applicable fees and their calculations are described in the current “Pricing” page, which is incorporated herein by reference and may be updated from time to time. Any such updates shall apply only to future transactions occurring after the date of posting.

All Buyer payments are processed by Shuppi or its third-party payment provider(s) (e.g., Stripe) as Merchant of Record. Shuppi will deduct applicable Platform Fees, Network Fees (if any), and payment processing charges from the gross proceeds before disbursing the remaining net proceeds to the Supplier.

Shuppi may collect and remit applicable sales or indirect taxes as required by law. In cases where such tax obligations were not assessed at the time of transaction but are later determined to be due, Shuppi reserves the right to deduct such amounts from current or future Supplier remittances.

All commissions payable to Affiliates, Growth Partners, and other promotional stakeholders are funded exclusively by Shuppi from its own share of Platform and/or Network Fees and shall not reduce the Supplier’s net revenue.

13.2 Supplier's Obligations and Restrictions on Supplier's Activities through the Services.

By offering Products on the Platform, you, as a Supplier, agree that:

(a) You shall not promote, distribute, or offer for sale any Product through the Platform that:

violates the policies of Shuppi, Card Networks, or third-party payment processors;
appears on Shuppi’s Prohibited Products and Activities list;
is illegal or promotes unlawful activity;
contains hate speech or discriminatory content;
targets users under thirteen (13) years old;
or constitutes abusive, harassing, or defamatory material.

(b) You shall ensure all product representations, claims, and disclosures are accurate, not misleading, and compliant with all applicable consumer protection laws and regulations.

(c) You must provide accurate public-facing contact information and estimated delivery timelines (which for digital products, typically means instant availability).

(d) You shall not circumvent or attempt to circumvent the Platform Fee, Network Fee, or any commission structure in effect. You shall not require or suggest that Buyers make purchases off-platform or agree to terms that limit Section 7 (Refunds, Chargebacks, Disputes), or any other provision of this Agreement.

(e) You are responsible for setting Buyer usage rights for each Product, such as whether use is permitted for personal or commercial purposes. You may not authorize or facilitate the resale of Products by Buyers. If additional license terms apply, you must include those in the designated “License Terms” field at the time of listing.

(f) You agree to comply with all applicable laws and industry standards, including but not limited to data protection laws, PCI-DSS requirements, and the operating rules of Visa, Mastercard, and any other applicable payment networks.

(g) If your Product contains or collects personal information of any individual, you warrant that you have provided any legally required notices and obtained any required consents, and that your handling of such data complies with all applicable privacy laws.

(h) Any emails or calls initiated in connection with the promotion or sale of your Products must comply with applicable laws, including but not limited to the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), and the Children’s Online Privacy Protection Act (COPPA).

13.3 Suspension or Termination of Supplier’s Account.

(a) Shuppi reserves the right, in its sole discretion, to suspend or terminate your Account and withhold funds (whether pending settlement or otherwise) if:

you violate any provision of this Agreement or applicable law;
you engage in conduct deemed fraudulent, abusive, or materially deceptive;
your Account becomes dormant or carries a negative balance; or
your refund rate exceeds acceptable thresholds set forth below.

Upon termination, you shall immediately cease all use of the Platform and Services. Shuppi may retain withheld funds where Shuppi determines, in its sole discretion, that such funds are reasonably attributable to potential legal exposure, regulatory obligations, or harm caused to third parties. If such conduct is confirmed, withheld funds may be retained as liquidated damages for harm caused to Shuppi and/or its community. These damages are agreed to be reasonable and not a penalty.

(b) If your account (or an account transacting your Products through Shuppi as Merchant of Record) experiences a refund rate exceeding 15%, Shuppi may impose a reserve of 25% of unpaid proceeds for a 90-day rolling period. If the refund rate exceeds 25%, Shuppi may, in its sole discretion, suspend or terminate your Account, or impose other remedial actions including transaction limits or additional verification requirements.

14. RESPONSIBILITY FOR CONTENT.

14.1 Types of Content.

You acknowledge and agree that all content made available through the Services, including digital products, listings, descriptions, graphics, data files, messages, communications, and any other materials (collectively, "Content") is the sole responsibility of the party from whom such Content originated. In particular:

If you are a Seller, you are solely and exclusively responsible for all Content you upload, post, publish, or otherwise make available through the Services in connection with your digital products (“Seller Content”), including any licensing terms, usage rights, pricing, product accuracy, and compliance with applicable laws and third-party rights.
If you are a Buyer, you are responsible for any content you submit or communicate through the Services, such as reviews, feedback, or messages.
Shuppi does not review, verify, or approve any Seller Content prior to publication and assumes no responsibility for its accuracy, legality, or appropriateness.

You further understand and agree that your use of the Services and access to Content (including digital downloads) is at your own risk, and Shuppi shall not be liable for any loss or damage resulting from your reliance on Content made available by users of the Services.

14.2 Storage and Availability.

Unless expressly agreed to in a separate written agreement, Shuppi has no obligation to store, archive, or maintain any of Your Content made available through the Services. Shuppi does not guarantee continued availability or uninterrupted access to Content, including digital products or downloads after purchase, and shall not be liable for any deletion, corruption, or failure to store any Content.

You acknowledge and agree that:

Shuppi provides instant digital product delivery via secure download links, and such links may expire or be disabled after a defined period or number of downloads, as set forth in the Service documentation.
Shuppi may establish reasonable limits regarding file size, bandwidth, storage duration, processing capacity, or other technical parameters, in its sole discretion and without notice.
You are solely responsible for designating the appropriate access level to any Content you upload. If you do not specify access restrictions, the default settings may apply.
All digital product listings must clearly state applicable usage rights (e.g., personal vs. commercial use). If no specific license is provided, Shuppi assumes only personal use rights are granted to Buyers. Resale or redistribution by Buyers is strictly prohibited.

Shuppi reserves the right to remove or disable access to any Content that violates these Terms, applicable law, or any third-party rights, without notice and at its sole discretion.

15. OWNERSHIP.

15.1 Ownership of the Services.

Except with respect to Your Content (as defined below), you acknowledge and agree that Shuppi Inc. and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Services and any related software, platform infrastructure, functionality, or materials provided by Shuppi (including, without limitation, source code, UI/UX elements, documentation, analytics tools, and marketing assets). You shall not remove, alter, obscure, or circumvent any copyright, trademark, or proprietary rights notices embedded in or accompanying the Services.

15.2 Trademarks.

The “Shuppi” name and associated trademarks, logos, service marks, and trade dress appearing in the Services (“Shuppi Marks”) are owned by Shuppi Inc. and may not be used, copied, or imitated, in whole or in part, without Shuppi’s prior written consent. Without limiting the foregoing, Sellers, Affiliates, and Partners may not use the Shuppi Marks in product listings, advertising, promotional materials, or domain names except as expressly authorized in writing by Shuppi. Third-party trademarks appearing within the Services are the property of their respective owners and used with permission or under applicable law.

15.3 Your Content – Product Listings and General Content.

(a) Product Content.

If you are a Seller and upload, list, or distribute any digital product through the Services (“Product Content”), you retain ownership of such Product Content. You grant Shuppi a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable license to use, host, display, reproduce, market, distribute, and transmit the Product Content solely for purposes of offering, promoting, selling, and delivering the associated digital product through the Services.

(b) General User Content.

For all other content you submit, including but not limited to comments, reviews, profile data, forum posts, and public messages (“General Content”), you grant Shuppi a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, adapt, display, publish, translate, and distribute such content in any media now known or hereafter developed, for the purpose of operating and improving the Services.

15.4 License Limitations and Representations.

You represent and warrant that you have all rights necessary to grant the above licenses and that no part of Your Content infringes or misappropriates any third-party rights. You further represent that Your Content does not violate any applicable law or Shuppi policies, including its Acceptable Use Policy. You acknowledge that Your Content may be publicly accessible depending on the visibility settings you choose, and that Shuppi shall not be liable for the access, use, or reproduction of Your Content by other users, provided such use complies with the Service functionality.

15.5 Attribution.

By submitting any Content to public or searchable areas of the Services (including storefronts, profiles, or promotional campaigns), you grant Shuppi permission to identify you by your username or public profile name in connection with such Content. Attribution may occur in marketing, promotional, or informational contexts, including third-party syndication, unless you expressly disable such visibility within your account settings (where available).

15.5 Feedback.

If you submit to Shuppi any suggestions, enhancement requests, recommendations, corrections, or other feedback regarding the Services or the marketplace experience (“Feedback”), you do so voluntarily. Shuppi shall be free to use such Feedback for any lawful purpose without compensation, acknowledgment, or restriction. You represent that you have the right to grant this license and that such Feedback is non-confidential and non-proprietary.

16. USER CONDUCT AND CERTAIN RESTRICTIONS.

As a condition of accessing or using the Services, you agree that you shall not, and shall not permit any third party to, engage in any conduct that violates this Agreement, the rights of others, or applicable law. Without limiting the foregoing, you shall not:

(a) License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, or any portion thereof, except as expressly permitted by this Agreement or with Shuppi’s prior written consent;

(b) Frame or mirror any part of the Services or use any framing techniques to enclose any name, trademark, logo, service mark, content, or other proprietary materials of Shuppi, without express written authorization;

(c) Use metatags, code, or other devices containing any reference to Shuppi or the Services (including its name, trademarks, or service marks) to direct any person to another website for any purpose;

(d) Modify, translate, adapt, prepare derivative works from, reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from any portion of the Services, except as permitted by applicable law;

(e) Use any manual or automated system (including, without limitation, robots, spiders, scripts, or offline readers) to extract, scrape, crawl, or mine content or data from the Services for commercial purposes, except for public search engines granted a revocable license solely to create publicly accessible search indices (but not caches or archives);

(f) Remove, alter, or obscure any copyright, trademark, or other proprietary notices displayed within or through the Services;

(g) Upload, post, transmit, share, or otherwise make available through the Services any content or activity that:

(i) Infringes, misappropriates, or violates any third-party rights, including intellectual property, privacy, publicity, contract, or fiduciary rights;
(ii) Is unlawful, threatening, abusive, harassing, defamatory, obscene, deceptive, fraudulent, or otherwise objectionable;
(iii) Constitutes unauthorized advertising, junk or bulk email, spam, chain letters, or unsolicited promotions, including the promotion of pyramid or Ponzi schemes;
(iv) Impersonates any person or entity, including without limitation a Shuppi employee or representative, or falsely implies an affiliation with Shuppi;
(v) Manipulates, inflates, or distorts any transaction data, ratings, feedback, or commission-earning metrics (including through self-referral, fictitious accounts, or click fraud);
(vi) Attempts to create multiple accounts to evade platform rules, commission attribution windows, or participant role restrictions;

(h) Engage in any behavior that interferes with or disrupts the proper operation of the Services, including but not limited to:

(i) Bypassing security features or measures intended to restrict access;
(ii) Uploading or disseminating any viruses, worms, malware, or other harmful code;
(iii) Engaging in denial-of-service attacks, spamming, mail-bombing, or any conduct that imposes an unreasonable load on Shuppi’s infrastructure;

(i) Use the Services to harvest, collect, or disseminate private or personal information of others without consent, including names, email addresses, contact data, payment information, or digital product license keys;

(j) Circumvent any policies, fee structures, attribution mechanisms (e.g., cookies or invitation codes), or eligibility conditions that govern the calculation or payment of commissions to Sellers, Affiliates, Affiliate Partners, Growth Partners, or Founding Partners;

(k) Misrepresent the usage rights or licensing terms of any digital product offered on the platform, or enable unauthorized redistribution, sublicensing, or resale of purchased digital content in violation of this Agreement;

(l) Transfer or assign your account, credentials, or partner status (e.g., Seller, Affiliate, Growth Partner) without Shuppi’s prior written consent.

Shuppi reserves the right to suspend or terminate any account or access to the Services that violates the foregoing provisions, in its sole discretion, with or without notice.

17. NO UNAUTHORIZED SOLICITATION.

You may not use the Platform to solicit users for any external business, product, service, or website not expressly affiliated with or authorized by Shuppi. Unauthorized solicitation includes, without limitation, advertising, recruiting for employment or contracting, or otherwise attempting to divert users from the Platform.

Notwithstanding the foregoing, promotional or referral activity conducted through Shuppi’s approved Affiliate, Affiliate Partner, Growth Partner, or Founding Partner programs is permitted only in accordance with Shuppi’s published policies and commission structure. Any such activity must be conducted via official tools and channels provided by Shuppi.

You further agree not to harvest, collect, or store user data—including usernames, email addresses, or payment information—by manual or automated means without Shuppi’s prior written consent.

18. INVESTIGATIONS, MONITORING, & NO OBLIGATION TO PRE-SCREEN CONTENT.

18.1 Monitoring and Review of Content.

You acknowledge and agree that Shuppi Inc. (“Shuppi”) may, but is under no obligation to, monitor, investigate, pre-screen, remove, review, or refuse to publish any content available through the Services, including without limitation product listings, license terms, downloadable files, promotional descriptions, referral links, messages, and any other user-submitted content (“User Content”), at any time and for any reason, in its sole discretion. By using the Services, you provide your irrevocable consent to such monitoring and acknowledge that you have no expectation of privacy in any communications or materials you submit or transmit through the Services.

You further acknowledge and agree that any monitoring or pre-screening performed by Shuppi is conducted for the benefit of the platform as a whole, and not on your behalf. Without limiting the foregoing, Shuppi reserves the right, at its sole discretion, to:

(a) remove, refuse, or modify any User Content for any or no reason, including but not limited to content that appears misleading, unlawful, defamatory, infringing, abusive, fraudulent, or otherwise inconsistent with the Shuppi Terms of Service or intended use of the Services;

(b) take any action with respect to your User Content that Shuppi deems necessary to maintain the integrity, security, or compliance of the Services, including in connection with intellectual property rights, commission attribution, sales transactions, or applicable law;

(c) disclose your identity or relevant account information to a third party claiming that your User Content violates their rights, including intellectual property, publicity, or privacy rights;

(d) refer any suspected illegal, deceptive, or abusive activity to the appropriate authorities and cooperate with law enforcement or regulators as Shuppi deems necessary; and

(e) suspend or terminate your access to all or part of the Services, without notice, if Shuppi determines, in its sole discretion, that you have violated this Agreement or otherwise engaged in conduct detrimental to the platform or its participants.

Shuppi retains the right to remove or disable access to any User Content at any time for violations of these Terms, including the resale of restricted content, manipulation of affiliate tracking, or uploading of digital goods without proper usage rights.

18.2 Legal Disclosures and Enforcement.

Except as otherwise prohibited by applicable law, Shuppi reserves the right to disclose any information, communications, or User Content in its possession in connection with your use of the Services if Shuppi, in its sole discretion, believes such disclosure is reasonably necessary to:

(i) comply with applicable laws, legal process, or governmental or regulatory requests;

(ii) enforce the Terms of Service or any other applicable platform policies;

(iii) respond to claims of intellectual property or other rights violations, including those related to digital product licensing, attribution fraud, or unauthorized resale;

(iv) provide customer support or resolve disputes; or

(v) protect the rights, property, and safety of Shuppi, its users, affiliates, or the public.

You agree that Shuppi shall have no liability arising from any action taken in good faith under this Section.

19. INTERACTIONS WITH OTHER USERS.

19.1 User Responsibility.

You acknowledge and agree that you are solely responsible for your interactions with other users of the Platform and with any third parties with whom you engage in connection with the Services. Shuppi reserves the right, but assumes no obligation, to monitor, intervene in, or mediate disputes arising between users. Shuppi disclaims all liability for any claims, demands, or damages of any kind arising out of or in any way related to such interactions, whether occurring through the Platform or otherwise.

19.2 Content Provided by Other Users.

The Platform may display or make available content, listings, products, or other materials submitted or uploaded by users, including Sellers and Affiliates (“User Content”). Shuppi does not verify, endorse, or guarantee the accuracy, legality, or quality of any User Content, nor does it assume any responsibility therefor. You access, rely on, or use User Content, and engage with other users, entirely at your own risk.

19.3 Subverting the Platform.

You agree that it is a material breach of this Agreement to solicit, initiate, or engage in any transaction involving Products listed on the Platform outside the Platform, or to otherwise circumvent or attempt to circumvent the Shuppi Platform Fees, Network Fees, or commission structure as set forth herein. This includes, but is not limited to, direct arrangements between Buyers and Sellers, or between Sellers and Affiliates, designed to avoid payment of applicable fees or commissions. Shuppi reserves the right to suspend or terminate any account involved in such conduct, and to pursue any remedies available at law or in equity.

20. RELEASE.

Except as expressly set forth in this Agreement, you acknowledge and agree that Shuppi expressly disclaims any and all liability arising out of interactions, disputes, transactions, or contractual arrangements between or among users of the Platform, including but not limited to disputes concerning digital product purchases, product license terms, product functionality, commission entitlements, referral relationships, and attribution tracking.

In the event that you have a dispute with one or more users (including Sellers, Affiliates, Growth Partners, Affiliate Partners, or other Buyers), you hereby release Shuppi Inc., its parents, subsidiaries, affiliates, officers, employees, investors, agents, partners, and licensors, but excluding any users (each, a “Shuppi Party” and collectively, the “Shuppi Parties”), from any and all claims, demands, or damages (actual, consequential, statutory, or otherwise), whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with such disputes.

You acknowledge that Shuppi is not a party to any transaction between users other than in its limited capacity as the Merchant of Record for payment processing and commission administration. Shuppi does not control, endorse, or guarantee the legality, accuracy, or quality of digital products or license terms posted by Sellers. Sellers are solely responsible for the content and scope of usage rights attached to their digital products.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY EXPRESSLY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Shuppi Party or for such party's fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the platform provided hereunder.

21. INDEMNIFICATION.

You agree to indemnify, defend, and hold harmless Shuppi Inc., its affiliates, officers, directors, employees, agents, licensors, partners, successors, and assigns (collectively, the “Shuppi Parties”) from and against any and all claims, demands, liabilities, losses, damages, obligations, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) your Content, Listings, or License Terms posted on the Services;

(b) your violation of this Agreement or any applicable law, regulation, or third-party right, including any intellectual property, publicity, or privacy rights;

(c) your Products (in the case of Sellers), including any defects, failures to deliver, usage restrictions, or misrepresentations regarding permitted uses;

(d) any disputes with Buyers, Affiliates, or other participants in the Shuppi marketplace;

(e) your failure to comply with the Stripe Services Agreement, Stripe Connect terms, or any third-party service policies applicable to your use of the Services; or

(f) your misuse of the Services or any data obtained through the Services.

Without limiting the foregoing, each Seller agrees to indemnify and hold the Shuppi Parties harmless from any claims arising out of or related to the Seller’s digital Products, including but not limited to content, licensing representations, or breach of license terms provided in the “License Terms” section of a Product listing.

Shuppi reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with Shuppi in asserting any available defenses.

Nothing in this Section shall require you to indemnify any of the Shuppi Parties for any unconscionable commercial practice by such party, or for such party's fraud, deception, false promise, misrepresentation, or concealment or omission of any material fact in connection with any Services provided under this Agreement.

For the avoidance of doubt, Sellers shall not be responsible for any commission payments made by Shuppi to Affiliates, Growth Partners, Affiliate Partners, or Founding Partners, as such commissions are solely funded from Shuppi’s revenue and not deducted from Seller proceeds.

The provisions of this Section shall survive any termination of your Account, this Agreement, and/or your access to the Services.

22. DISCLAIMER OF WARRANTIES AND CONDITIONS.

You agree to indemnify, defend, and hold harmless Shuppi Inc., its affiliates, officers, directors, employees, agents, licensors, and service providers (“Shuppi Parties”) from and against any and all claims, demands, losses, liabilities, damages, judgments, awards, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:

(a) Your Content (as defined in this Agreement);

(b) Your inability to access or use any aspect of the Services;

(d) Any actual or alleged infringement, misappropriation, or violation by you of any third-party rights, including without limitation intellectual property rights or privacy rights;

(e) Any dispute between you and another user of the Services (whether Seller, Affiliate, Buyer, or otherwise); or

(f) Your use of any third-party services integrated with or connected through the Platform, including but not limited to Stripe.

In addition, each Seller (also referred to as a “Supplier”) agrees to indemnify and hold harmless the Shuppi Parties for any and all losses, liabilities, and expenses arising from the Seller’s Products, product content, representations, licensing terms, and delivery obligations, including those stemming from usage restrictions imposed on Buyers.

Shuppi reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you. In such an event, you agree to cooperate fully with Shuppi in asserting any available defenses.

This provision does not require indemnification by you for any unconscionable commercial practice or willful misconduct by any Shuppi Party, including fraud, misrepresentation, or concealment of material facts.

The provisions of this Section shall survive the termination or suspension of your Account and access to the Services.

22.1 “AS IS” SERVICES; WARRANTY DISCLAIMER.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES, INCLUDING THE SHUPPI PLATFORM, MARKETPLACE, AND ASSOCIATED TOOLS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.

SHUPPI PARTIES DISCLAIM ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the foregoing:

(a) SHUPPI MAKES NO REPRESENTATION OR WARRANTY THAT (i) THE SERVICES OR ANY DIGITAL PRODUCTS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (iii) THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

(b) ANY DIGITAL PRODUCT, CONTENT, OR FILE DOWNLOADED OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, SYSTEM, OR DATA, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH MATERIALS.

(c) SHUPPI DISCLAIMS ALL WARRANTIES REGARDING THE FUNCTIONALITY, RELIABILITY, AND QUALITY OF DIGITAL PRODUCTS, INCLUDING THOSE LISTED BY SELLERS ON THE PLATFORM. SHUPPI IS NOT RESPONSIBLE FOR THE CONTENT, PERFORMANCE, OR FITNESS OF THIRD-PARTY MATERIALS OR INTEGRATED SERVICES (INCLUDING STRIPE).

(d) NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY SHUPPI OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

(e) FROM TIME TO TIME, SHUPPI MAY OFFER NEW FEATURES OR FUNCTIONALITIES, INCLUDING BETA OR EXPERIMENTAL TOOLS. SUCH FEATURES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY AND MAY BE MODIFIED OR DISCONTINUED AT SHUPPI’S SOLE DISCRETION.

This Section does not alter any mandatory statutory warranties or the Refund Policy expressly provided by Shuppi.

22.2 CONDUCT OF OTHER USERS; THIRD-PARTY LIABILITY LIMITATION.

YOU ACKNOWLEDGE THAT SHUPPI IS NOT RESPONSIBLE FOR THE CONDUCT, ACTIONS, OMISSIONS, OR CONTENT OF OTHER USERS OF THE PLATFORM, INCLUDING SELLERS, AFFILIATES, OR BUYERS. YOU ASSUME ALL RISK ASSOCIATED WITH INTERACTIONS OR TRANSACTIONS WITH OTHER USERS.

(a) SHUPPI MAKES NO WARRANTY THAT ANY DIGITAL PRODUCTS LISTED BY SELLERS WILL MEET YOUR EXPECTATIONS OR BE FREE OF ERRORS OR DEFECTS. SHUPPI DISCLAIMS ALL RESPONSIBILITY FOR THE COMPLETENESS, LEGALITY, OR ENFORCEABILITY OF ANY SELLER’S LICENSE TERMS.

(b) SHUPPI OPERATES AS A MERCHANT OF RECORD FOR PURPOSES OF PAYMENT PROCESSING AND SALES TAX REMITTANCE BUT DOES NOT TAKE TITLE TO DIGITAL PRODUCTS SOLD THROUGH THE PLATFORM. DIGITAL PRODUCTS ARE LICENSED, NOT SOLD, TO BUYERS, SUBJECT TO USAGE RESTRICTIONS SELECTED BY THE SELLER. SHUPPI DOES NOT GUARANTEE THE TRANSFER OR ENFORCEABILITY OF ANY LICENSE TERMS.

(c) WHERE SERVICES PROVIDE ACCESS TO THIRD-PARTY MATERIALS, INCLUDING EXTERNAL FILE HOSTING OR EMBEDDED CONTENT, YOU AGREE THAT SUCH ACCESS IS AT YOUR OWN RISK AND THAT SHUPPI IS NOT RESPONSIBLE FOR ANY THIRD-PARTY CONTENT, FUNCTIONALITY, OR AVAILABILITY.

23. LIMITATION OF LIABILITY.

23.1 Disclaimer of Certain Damages.

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL SHUPPI PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT SHUPPI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON THE SERVICES; OR (e) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A SHUPPI PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SHUPPI PARTY'S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SHUPPI PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

23.2 Cap on Liability.

TO THE FULLEST EXTENT PROVIDED BY LAW, SHUPPI PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO SHUPPI BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; OR (b) $100. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SHUPPI PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SHUPPI PARTY'S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SHUPPI PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

23.3 Exclusion of Damages.

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

23.4 Basis of the Bargain.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SHUPPI AND YOU.

24. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable laws, Shuppi Inc. ("Shuppi") maintains a policy of terminating, in appropriate circumstances and at Shuppi’s sole discretion, the accounts of Registered Users or Sellers who are deemed to be repeat infringers of copyrighted content.

If you believe that your intellectual property rights have been infringed by content made available on or through the Shuppi platform—including digital products listed or sold by a Seller—you may submit a written notification of alleged infringement ("DMCA Notice") to Shuppi's designated Copyright Agent, containing the following information:

a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive copyright interest;

b. A clear identification of the copyrighted work claimed to have been infringed, or, if multiple works are covered by a single notification, a representative list of such works;

c. A description of the specific location on the Shuppi platform where the material that is claimed to be infringing is located, including the URL or other relevant identifying information;

d. The name, mailing address, telephone number, and email address of the complaining party;

e. A statement by the complaining party that they have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;

f. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Please send DMCA Notices to Shuppi’s Copyright Agent at:

Copyright Agent

Shuppi Inc.

[Insert Name or Title]

[Insert Physical Address]

Email: [Insert Email Address]

Shuppi reserves the right to notify the alleged infringing party and provide them with a copy of the DMCA Notice. In the event of a dispute, Shuppi may, but is not obligated to, reinstate disputed content upon receipt of a valid counter-notice under the DMCA. Shuppi is not responsible for resolving disputes between parties regarding ownership or license rights of digital content offered on the platform.

25. TERM AND TERMINATION.

25.1 Term.

This Agreement shall commence upon your acceptance of these Terms of Service (as set forth in the preamble) and shall remain in full force and effect for the duration of your use of the Services, unless terminated earlier pursuant to the terms herein.

25.2 Prior Use.

You acknowledge and agree that, notwithstanding the foregoing, this Agreement shall be deemed effective as of the earlier of (a) the date you first accessed or utilized the Services, or (b) the date you accepted these Terms of Service. This Agreement shall continue in full force and effect unless terminated in accordance with this Section 25.

25.3 Termination for Cause; No Re-Registration.

If your Account is suspended or terminated by Shuppi due to a violation of this Agreement, including without limitation, misuse of the Services, abuse of the refund process, circumvention of the platform’s commission or fee structure, or activity deemed harmful to the marketplace ecosystem, you shall not attempt to re-register or access the Services under a different account, username, or identity. Any such circumvention may result in immediate and permanent suspension of all affiliated Accounts and forfeiture of any unpaid commissions or pending payouts, in Shuppi’s sole discretion. You understand and agree that no refund, reimbursement, or compensation shall be owed in connection with a termination pursuant to this Section 25.3.

25.4 Suspension and Termination of Services.

Shuppi may, at its sole discretion and without prior notice or liability, (a) suspend or terminate your Account; (b) decline to list, distribute, or promote any Product; (c) suspend, delay, or cancel any pending transaction, including commissions or payouts, subject to compliance with the applicable refund period and third-party payment processor rules; and/or (d) suspend or discontinue any part of the Services, either temporarily or permanently. This includes, but is not limited to, instances of suspected fraud, violation of Stripe’s Acceptable Use Policy, or actions inconsistent with Shuppi’s business model or partner programs. Nothing in this Section shall be construed to limit Shuppi’s rights under applicable law.

25.5 Effect of Termination.

Upon termination of this Agreement, all licenses granted by Shuppi shall immediately cease, your access to the Services will be revoked, and any funds held by Shuppi (including commissions or sales proceeds) may be subject to forfeiture or lawful remittance in accordance with Stripe Connect’s payout policy and Shuppi’s refund window. Sections of this Agreement that by their nature should survive termination (including but not limited to intellectual property, indemnification, disclaimers, and limitation of liability) shall so survive.

26. TERRITORIAL RESTRICTIONS.

The Services are operated by Shuppi Inc. from its facilities in the United States of America and are intended for global access. While the Platform supports international transactions and enables purchases and sales in over 100 currencies, Shuppi makes no representations that the Services, Content, or associated functionality (including payment processing, tax remittance, commission tracking, or product access) are lawful, appropriate, or available for use in any particular jurisdiction outside the United States.

Accessing or using the Services from territories where such activities may be restricted or unlawful is strictly at your own initiative, and you are solely responsible for ensuring compliance with all applicable local laws, regulations, and export controls. References to Services, features, or Content in a particular region do not constitute an offer or commitment by Shuppi to make such Services or Content available in that jurisdiction.

27. ARBITRATION AGREEMENT.

Please read the following arbitration agreement in this Section ("Arbitration Agreement") carefully. It requires you to arbitrate disputes with Shuppi and limits the manner in which you can seek relief from us. For the avoidance of doubt, this Arbitration Agreement does not govern disputes between you and another user.

27.1 Applicability of Arbitration Agreement.

Subject to the terms of this Arbitration Agreement, you and Shuppi agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed by other users through the Services, or this Agreement, including claims and disputes that arose between us before the effective date of the Agreement (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (1) you and Shuppi may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Shuppi may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of the Agreement. This Arbitration Agreement does not apply to disputes between you and third parties.

27.2 Informal Dispute Resolution.

There might be instances when a Dispute arises between you and Shuppi. If that occurs, Shuppi is committed to working with you to reach a reasonable resolution. You and Shuppi agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome. You and Shuppi therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Shuppi that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to ______________________ or regular mail to our offices located at 901 N Francisco Ave #2888 Mission, TX 78572 US. The Notice must include: (1) your name, telephone number, mailing address, e-mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e-mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party's Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this Section.

27.3 Waiver of Jury Trial.

YOU AND SHUPPI HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Shuppi are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 25.1 (Applicability of Arbitration Agreement) above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

27.4 Waiver of Class or Other Non-Individualized Relief.

YOU AND SHUPPI AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 25.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Section 25.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section 25.4, (Waiver of Class and Other Non-Individualized Relief), are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Shuppi agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in THE STATE OF TEXAS. All other Disputes shall be arbitrated or litigated in small claims court. This Section 25.4 does not prevent you or Shuppi from participating in a class-wide settlement of claims.

27.5 Rules and Forum.

The Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Shuppi agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section 25.5 of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Request"). The Request must include: (1) the name, telephone number, mailing address, e-mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Shuppi otherwise agree, or the Batch Arbitration process discussed in Section 25.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.

You and Shuppi agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

27.6 Arbitrator.

The arbitrator will be either a retired judge or an attorney licensed to practice law in THE STATE OF TEXAS and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 25.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

27.7 Authority of Arbitrator.

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 25.4 (Waiver of Class or Other Non-Individualized Relief), including any claim that all or part of Section 25.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that Section 25.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 25.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 25.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

27.8 Attorneys’ Fees and Costs.

The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Shuppi need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys' fees and costs.

27.9 Batch Arbitration.

To increase the efficiency of administration and resolution of arbitrations, you and Shuppi agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Shuppi by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ("Batch Arbitration").

All parties agree that Requests are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process ("Administrative Arbitrator"). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by Shuppi.

You and Shuppi agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

27.10 30-Day Right to Opt Out.

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 901 N Francisco Ave #2888 Mission, TX 78572 US, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

27.11 Invalidity, Expiration.

Except as provided in Section 25.4 (Waiver of Class or Other NonIndividualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Shuppi as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

27.12 Modification.

Notwithstanding any provision in the Agreement to the contrary, we agree that if Shuppi makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Shuppi at 901 N Francisco Ave #2888 Mission, TX 78572 US, your continued use of the Services, including the acceptance of products and services offered through the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of the Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services, or the Agreement, the provisions of this Arbitration Agreement as of the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement) remain in full force and effect. Shuppi will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of the Agreement.

28. THIRD-PARTY SERVICES.

28.1 Third-Party Websites, Applications, Platforms, and Advertisements.

The Services may include integrations with, or links to, third-party websites ("Third-Party Websites"), applications ("Third-Party Applications"), platforms, services, and advertisements ("Third-Party Ads"). These may include, without limitation, payment processing by Stripe, content delivery systems for digital downloads, affiliate platforms, or mobile app stores.

By interacting with any Third-Party Website, Third-Party Application, or Third-Party Ad, you acknowledge and agree that:

You are subject to the terms and conditions, including privacy and data handling practices, of such third parties;
Shuppi does not review, approve, monitor, endorse, warrant, or make any representations with respect to any such third-party content, services, or providers;
Your interactions with these third parties are at your own risk;
Upon navigating away from the Shuppi platform, these Terms, including Shuppi’s Privacy Policy, no longer apply.

Without limiting the foregoing, all users engaging in transactions involving payouts, commissions, or revenue withdrawals via Stripe must accept and comply with Stripe’s Services Agreement and Stripe Connect Terms, including Stripe’s Acceptable Use Policy. Shuppi shall not be liable for any damages or liabilities arising from your use of or reliance on any Third-Party Services.

28.2 Accessing and Downloading the Application from the Apple App Store**.**

The following terms apply to any Shuppi mobile application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”):

(a) You acknowledge and agree that this Agreement is solely between you and Shuppi, and not with Apple. Shuppi, not Apple, is solely responsible for the App Store Sourced Application and its content.

(b) Your use of the App Store Sourced Application must comply with the Apple Media Services Terms and Conditions.

(c) Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the App Store Sourced Application.

(d) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application (if any). To the maximum extent permitted by law, Apple will have no other warranty obligation with respect to the App Store Sourced Application. Any other claims or liabilities will be Shuppi’s responsibility.

(e) As between Shuppi and Apple, Shuppi is solely responsible for addressing any claims relating to the App Store Sourced Application or your possession and use thereof, including: (i) product liability claims; (ii) claims that the App Store Sourced Application fails to comply with applicable laws or regulations; and (iii) claims under consumer protection or similar legislation.

(f) In the event of any third-party claim that the App Store Sourced Application infringes that third party’s intellectual property rights, Shuppi, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such claim.

(g) You and Shuppi acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement as it relates to your license of the App Store Sourced Application. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary.

(h) You must also comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

29. GENERAL PROVISIONS.

29.1 Electronic Communications.

The communications between you and Shuppi may take place via electronic means, including, without limitation, when you visit the Services, send emails to Shuppi, or when Shuppi posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Shuppi in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, invoices, commission or payout notices, and other communications that Shuppi provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. This Section does not affect your statutory rights under applicable law, including the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001 et seq. (“E-Sign”).

29.2 Assignment.

You may not assign, delegate, or otherwise transfer this Agreement, or any of your rights or obligations hereunder, without the prior written consent of Shuppi. Any attempted assignment or transfer without such consent shall be null and void. Shuppi may freely assign or transfer this Agreement without restriction.

29.3 Force Majeure.

Shuppi shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including, without limitation, acts of God, war, terrorism, riots, embargoes, civil or military authority actions, natural disasters, pandemics, labor disputes, shortages of materials or transportation, or failures of internet service providers or third-party platforms such as Stripe.

29.4 Questions, Complaints, Claims.

If you have any questions, complaints, or claims related to the Services, including but not limited to digital product transactions, affiliate payouts, or commission tracking, please contact us at:

Shuppi Inc.

901 N Francisco Ave #2888

Mission, TX 78572

Email: [insert operational email address]

We will use reasonable efforts to address your concerns promptly. If you feel that your concerns remain unresolved, please notify us for further review.

29.5 Consumer Complaints.

In accordance with Texas law, you may report complaints to the Consumer Protection Division of the Office of the Texas Attorney General by contacting them in writing at P.O. Box 12548, Austin, TX 78711-2548, or by telephone at (800) 621-0508.

29.6 Agreement Updates.

THIS AGREEMENT IS SUBJECT TO CHANGE BY SHUPPI AT ANY TIME, IN ITS SOLE DISCRETION. When updates are made, Shuppi will post a revised version of this Agreement on the Website and/or in the applicable user dashboard (e.g., Seller or Affiliate Portal), and update the “Last Updated” date. If you have created an account, we may also notify you via email. Material changes will be effective (a) thirty (30) days after posting on the Website or (b) thirty (30) days after sending email notice, whichever occurs first. Continued use of the Services following such changes constitutes your binding acceptance of the updated Agreement. Shuppi may require you to affirmatively consent to the revised Agreement through a clickwrap mechanism upon next login or use

29.7 Exclusive Venue.

To the extent that the parties are permitted under this Agreement to initiate litigation in a court, both you and Shuppi agree that any action arising out of or relating to this Agreement shall be litigated exclusively in the state or federal courts located in Hidalgo County, Texas.

29.8 Governing Law.

THIS AGREEMENT AND ANY DISPUTE ARISING OUT OF OR RELATED TO IT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, AND CONSISTENT WITH THE FEDERAL ARBITRATION ACT. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY.

29.9 Choice of Language.

The parties confirm that it is their express wish that this Agreement, and all documents and notices related hereto, be in English. Les parties confirment leur volonté expresse à ce que la présente convention, ainsi que tout document ou avis s'y rapportant, soit en anglais.

29.10 Notice.

You are responsible for keeping your email address associated with your Shuppi account current. Notices sent to your last provided email address will be deemed received. Notices to Shuppi must be sent to the following address:

Shuppi Inc.

901 N Francisco Ave #2888

Mission, TX 78572

Email: [insert operational email address]

Notice shall be deemed delivered upon receipt by Shuppi via overnight delivery service or first-class mail, or when sent to the above email and not returned undeliverable.

29.11 Waiver.

Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

29.12 Severability.

If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

29.13 Export Control.

You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Services, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Shuppi are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Shuppi products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

29.14 Entire Agreement.

The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.