ShopDot Partner Program Terms

Last Updated: May 3, 2026

These ShopDot Partner Program Terms (these “Partner Program Terms”) set forth the legally binding terms and conditions between ShopDot, Inc. (“we”, “us” and “our”) and you and govern your participation in our Partner Program (“Partner Program”). BY CREATING AN ACCOUNT AND INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU AGREE TO BE BOUND BY THESE TERMS AND YOU REPRESENT AND WARRANT THAT YOU ARE ELIGIBLE TO PARTICIPATE IN THE PARTNER PROGRAM AND THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS, PERSONALLY OR, IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE REGISTRATION PROCESS. You may not register for or participate in the Partner Program if you are not at least eighteen (18) years old. If the individual entering into these Terms is doing so on behalf of an entity, all references to “you” or “your” in these Terms will also be deemed to refer to such entity. If you do not agree with all of the provisions of these Terms, you should not create an account and you may not participate in the Partner Program.

If accepted by ShopDot, your participation in the Partner Program is subject to these Partner Program Terms, as well as the ShopDot Terms of Use, the Privacy Policy, and other policies, standard operating procedures, or guidelines provided to you from time to time (collectively, the “Terms”). If you are designated as a Mode 1 Partner (as defined in Section 3), you are additionally subject to the Selling Partner Agreement, which governs your operation of a storefront on the ShopDot platform and is incorporated into these Terms by reference for Mode 1 Partners. In the event of a conflict between the ShopDot Terms of Use and these Partner Program Terms, these Partner Program Terms shall govern with respect to the Partner Program.

Standard Mode 0 Partners do not require a separate signed agreement. Your commission rate and term are set forth in Schedule A to these Terms and are accepted at account creation. If you are a Mode 1 Partner, or if you have agreed to negotiated commission terms with ShopDot, those terms will be set forth in a fully-executed Referral Partner Order Form (the “Partner Agreement”), which shall govern with respect to these Partner Program Terms where there is a conflict.

Please be aware that Section 7 of these Terms contains your opt-in consent to receive communications from us, including via e-mail and text message.

1. Eligibility

To apply to participate in the Partner Program, you must meet the following eligibility criteria and submit an application through the Partner Program registration page. You acknowledge and agree that such eligibility criteria may change from time to time in our sole discretion.

You have read, understand, and agree to be bound by the Terms;
You are eighteen (18) years of age or older; and
You are in good standing with the Federal Trade Commission (the “FTC”).

2. Application; Account

You authorize us, directly or through third parties, to make any inquiries necessary to verify your identity and the eligibility criteria set forth in Section 1. You represent and warrant that all information provided to us by you or through your account and/or application is true and complete, and you agree to notify us promptly of any updates to any such information. We may accept or reject your application to join the Partner Program for any reason or no reason in our sole discretion, including in the event that your social media accounts or website: (a) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (b) promote violence, hate, illegal activities or display sexually explicit materials; (c) are intended to harass or defame anyone; or (d) otherwise violate our intellectual property rights or those of others. You acknowledge and agree that we do not guarantee your participation in the Partner Program.

We have the right, in our sole discretion, to monitor your website or social media accounts at any time to determine if you are in compliance with these Terms. If we reject your application, you are welcome to reapply to the Partner Program at any time for our reconsideration. If we accept your application, we will register you as a participant in the Partner Program and notify you of your registration by contacting you at the contact information provided during the registration process. You may be required to register for an account on our website to participate in the Partner Program. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account.

3. Participation Modes

Upon acceptance to the Partner Program, ShopDot will designate your participation as one of the following Modes. Your Mode determines the structure of your participation, the features available to you in the Partner Portal, and whether a separately executed agreement is required.

Mode 0 – Referring Only. You refer professionals to register with ShopDot as independent Selling Partners using your unique referral link. Each referred professional undergoes standard Selling Partner onboarding, builds and manages their own storefront, and operates independently on the ShopDot platform. You earn a commission on sales generated by Selling Partners you have referred, as described in Section 8. Standard Mode 0 commission terms are set forth in Schedule A and require no separately executed agreement. If you have negotiated non-standard terms with ShopDot, those terms will be set forth in a Partner Agreement, which supersedes Schedule A.

Mode 1 – Referring + Own Store. You build and curate a single ShopDot-hosted storefront through the Partner Portal. Because you are operating a storefront on the ShopDot platform, you are also subject to the Selling Partner Agreement in addition to these Partner Program Terms. Individuals you enroll as Affiliates sell exclusively through your storefront via a unique affiliate link — they do not build independent storefronts. You control the product catalog for your storefront and specify the affiliate commission split, which is set forth in a fully-executed Partner Agreement. ShopDot handles all disbursement of commissions to Affiliates. ShopDot remains the merchant of record for all transactions and manages the checkout experience. Mode 1 participation always requires a fully-executed Partner Agreement. As described in Section 4.2, you remain responsible for ensuring your Affiliates comply with the posting and conduct standards set forth in these Terms.

4. Referral Links; Posting

4.1 Mode 0 – Referral Link

If you are participating as a Mode 0 Partner, ShopDot will provide you with a unique affiliate hyperlink (your “Link”) to refer professionals to sign up as independent Selling Partners on the ShopDot platform. Selling Partners who register through your Link are subject to the Selling Partner Agreement. You have no authority to modify, represent, or make any commitments on behalf of the Selling Partner Agreement. The Link is designed to permit tracking, reporting, and accrual of the Commission (as defined in Section 8). During the Term, you may share your Link solely as part of Posts on your personal website and/or social media accounts (“Posts”), provided each such website or account was identified as part of your application for the Partner Program or has later been approved by us in writing.

4.2 Mode 1 – Storefront and Affiliate Management

If you are participating as a Mode 1 Partner, the following additional terms apply:

(a) Storefront. ShopDot will provide you with access to a single ShopDot-hosted storefront through the Partner Portal. You may select products from the ShopDot catalog to feature in your storefront. ShopDot remains the merchant of record for all transactions processed through your storefront. The checkout experience is managed entirely by ShopDot; you have no access to or control over the checkout flow, payment processing, or customer payment data.

(b) Affiliate Links. ShopDot will provide each Affiliate you enroll with a unique affiliate link that directs users to your storefront. Affiliates may not build independent storefronts on the ShopDot platform.

(c) Affiliate Onboarding. Individuals you enroll as Affiliates will complete a modified onboarding through the ShopDot platform, providing required business details and payment information. By creating an account on the ShopDot platform, each Affiliate agrees to the Selling Partner Agreement and all applicable ShopDot platform terms. ShopDot presents and captures each Affiliate’s acceptance of those terms at account creation.

(d) Affiliate Conduct. Notwithstanding each Affiliate’s independent acceptance of ShopDot’s platform terms at account creation, you are responsible for ensuring that your Affiliates comply with the posting and conduct standards set forth in Section 4.3 and Exhibit A of these Partner Program Terms. ShopDot reserves the right to suspend or remove any Affiliate who violates these standards, and violations by your Affiliates may also constitute grounds for action against you under Section 4.5.

(e) Affiliate Deactivation. Procedures for deactivating individual Affiliates are as set forth in the Partner Portal. ShopDot may update these procedures from time to time and will notify you of any material changes.

(f) No Sublicensing. You may not grant Affiliates any rights beyond those expressly contemplated in these Terms and your Partner Agreement. You may not authorize Affiliates to act as partners, resellers, or representatives of ShopDot.

4.3 Posts Requirements

You will ensure that all of your Posts (and, if you are a Mode 1 Partner, all Posts made by your Affiliates in connection with your storefront) meet the following requirements:

Your Posts must comply with the FTC Guides Concerning Endorsements and Testimonials (“Endorsement Guidelines”) and ShopDot’s “Standards of Conduct” attached hereto as Exhibit A, including by making: (1) statements that reflect your honest beliefs, opinions, and experiences; and (2) clear and conspicuous disclosure about your connection to us in all of your Posts.
You must clearly and conspicuously disclose your material connection with us, making it clear that you are a paid Partner, including by disclosing yourself as a “ShopDot Partner” on each Post (or in each caption of each Post).
You must place the disclosure in plain sight in close proximity to any audio or visual communications that you make about us, our brands, and our products/services. You may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. We require this disclosure regardless of any space limitations of the platform.
Although your Posts must be authentic and based on your own opinions, beliefs, and experiences, your Posts must also accurately describe our products and services. Your Posts should only make factual statements about us and our products/services which you know for certain are true and can be proven or verified.
Your Posts will be original and created solely by you. Your Posts will not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans.
Your Posts will not include any person, or personally identifiable information about anyone, other than you.
Your Posts will comply with all applicable laws, rules, and regulations.

4.4 Additional Restrictions

You agree that you will not: (i) engage in any conduct that violates the CAN-SPAM Act of 2003, as amended, or any privacy or data protection law of any jurisdiction; (ii) enable any sales that are not in good faith, such as using any device, public coupon site, affiliate program, robot, hidden frame or redirect; (iii) use any device or technology that replaces, intercepts, interferes with, disrupts or otherwise alters in any manner any user’s access, view or usage of, our website; (iv) promote any products or services to children under the age of thirteen (13); (v) create fake followers or engagement on social media platforms, such as by: (1) buying followers, (2) using bots to grow audience size by automating account creation, following, commenting, and liking, or (3) posting fake sponsored content; or (vi) make any representations or warranties on behalf of ShopDot other than those contained in ShopDot’s marketing and promotional information.

You agree that you will comply with the posted policies, guidelines, and terms of use on any platform on which you post content on behalf of us or that contains a Link, understanding that any of these platforms’ disclosure requirements about your connection to us do not necessarily satisfy FTC disclosure requirements. You also agree to comply with our Standards of Conduct and any other policies or additional guidelines provided by us.

4.5 Remedies for Non-Compliance

You agree that we have the right to address Posts you make (or, if you are a Mode 1 Partner, Posts made by your Affiliates) that do not comply with these Terms and/or any actions that violate this Section 4 or the Standards of Conduct by taking any of the following actions, alone or in combination: (i) requiring you (or the applicable Affiliate) to immediately fix or take down the Post; (ii) cancelling the efficacy of the Link or affiliate link; (iii) withholding payment of Commissions; (iv) suspending or removing an Affiliate from your Partner Program network; or (v) terminating these Terms immediately for material breach.

4.6 Responsibility for Posts

You are solely responsible for the development and display of your Posts. If you are a Mode 1 Partner, you are also responsible for the Posts of your Affiliates made in connection with your storefront. You hereby agree to indemnify and hold harmless us and our corporate affiliates and our and their directors, officers, employees, agents, representatives, successors, assigns and shareholders (collectively, the “ShopDot Parties”) against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Damages”) that arise out of or are based on: (a) your Posts or your Affiliates’ Posts; (b) any claim that your use of any trademark, images, videos, audio, or other content, technology or materials infringes or violates any third party’s intellectual property right or any other right belonging to a third party, including any right of privacy or publicity; (c) any breach of a representation, warranty, covenant or agreement made by you in this Agreement; or (d) any claim related to your website or social media pages and profiles, including, without limitation, any content that resides on your website or profile but that was not provided by us.

5. Use of Our Content, Name and Marks

You understand and agree that we are the sole and exclusive owner of the entire right, title and interest in and to our name, logo, and any other trademarks that we own (“Marks”). You have no right to use the Marks except as specifically granted in this Agreement. You will only use the Marks for the purposes authorized in this Agreement and will not modify the Marks in any manner. You will not make any use of any Mark except in the form authorized by us. You agree that you will not, and you will not encourage any third party to: (a) adopt or use any name, mark, logo, insignia or design that is, or is likely to be, confusingly similar to or could cause deception or mistake with respect to any of the Marks; (b) challenge the validity of any of the Marks or of our title to any of the Marks; (c) apply for registrations in the United States or in any foreign country of any mark or design which includes the Marks (or any variations of them), alone or in combination; (d) purchase or register domain names that include the Marks or any variations and misspellings of the Marks; (e) purchase or bid on search engine keywords, search terms, or other identifying terms (whether for use in a search engine, portal, sponsored advertising service or other search or referral service) that include the Marks, any components of the Marks, or any variations and misspellings of the Marks; or (f) use or display any of our Marks in any profile on any social media site. The goodwill resulting from your use of the Marks shall inure to our benefit. You may not use the Marks to disparage us, our products or services, or in a manner which, in our judgment, could diminish, dilute or otherwise damage the value of or our goodwill in the Marks or our products and services.

6. Use of Your Name, Likeness and Information; Competitive Products and Services

You hereby grant to us the right to use your name, image, likeness, and biographical, professional, and other identifying information (including information you provide to us and any other information about you that is publicly available) (collectively, “Likeness”) during your participation in the Partner Program, in connection with the Partner Program, the Posts, and our products/services, including to advertise and promote the same or any product/service that features or includes the Posts or a derivative work of a Post, in whole or in part. Further, you hereby grant to us the right to re-post, reproduce, publicly display, publicly perform, and otherwise re-publish your Posts on any ShopDot owned or controlled websites, social media platforms, or otherwise in any media, now known or hereafter devised, in connection with the advertising and promotion of ShopDot, the Partner Program, and ShopDot’s products and services.

Notwithstanding the foregoing, following the conclusion of your participation in the Partner Program for any reason, you agree that we are not obligated to remove any Posts or other content containing your Likeness that was previously posted or published, provided that we will not have the right to make any new posts or content incorporating or otherwise using your Likeness without your prior written consent. You waive the right to inspect or approve any use of your Likeness as contemplated in these Terms.

During your participation in the Partner Program, you agree that you will not grant any rights to your Likeness for the purposes of enabling a third party who provides or offers products or services that compete with our products and services, to promote or market such competitive products or services. In the event of a breach of the foregoing, we reserve the right to terminate your participation in the Partner Program immediately upon notice to you.

7. Communications

By registering for the Partner Program, you agree to receive communications from us, including via e-mail and text messaging. You agree that text messages may be generated by automatic telephone dialing systems. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. If you wish to opt out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself. If you wish to opt out of texts, you may unsubscribe by texting “END” in reply to a text from the mobile device receiving the messages. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of participating in the Partner Program.

8. Compensation

8.1 Mode 0 – Referral Commission

If you are participating as a Mode 0 Partner, ShopDot will pay you a commission (the “Commission”) on sales generated by Selling Partners you have referred through your Link. The Commission rate and eligibility period for standard Mode 0 Partners are set forth in Schedule A. If you have a Partner Agreement with ShopDot, the rate and term in that agreement govern and supersede Schedule A.

The Commission eligibility period for each referred Selling Partner begins on the date of that Selling Partner’s first completed order — not the date of their sign-up. Each referred Selling Partner has an independent Commission clock. ShopDot will not be obligated to pay a Commission with respect to: (i) any Selling Partners that had registered for an account with us prior to clicking on your Link; or (ii) any Selling Partners who we believe are engaging in fraudulent, deceptive, or unlawful behavior, or who are otherwise violating the ShopDot Selling Partner Agreement. We will not pay the Commission unless the sign-up and initial order is completed using your Link.

8.2 Mode 1 – Storefront and Affiliate Commission

If you are participating as a Mode 1 Partner, ShopDot retains all Transaction Fees on transactions processed through your storefront. ShopDot will disburse commissions to your Affiliates in accordance with the affiliate commission split specified in your Partner Agreement. ShopDot handles all disbursement directly to Affiliates. You are not entitled to a separate commission payment from ShopDot on storefront transactions unless otherwise expressly specified in your Partner Agreement. Mode 1 commission terms are always governed by a Partner Agreement — Schedule A does not apply to Mode 1 Partners.

ShopDot is not responsible for any failure by you or any individual or entity to use the Links. You acknowledge that all registrations on our platform will be subject to the ShopDot Terms of Use, Privacy Policy, and Selling Partner Agreement, and will be subject to pricing and other terms, conditions and restrictions as may be set therein or elsewhere.

9. Payment Terms; Taxes

ShopDot uses Finix Payments, Inc. (“Finix”) as the third-party payment processor for managing payment of Commissions to its Partners. By agreeing to these Terms, you agree to also be bound by Finix’s then-current Terms of Service and Privacy Policy. ShopDot reserves the right to change third-party payment processors at any time in its sole discretion and will notify you of any such change. By participating in the Partner Program, you consent and authorize ShopDot and Finix to share any information and payment instructions you provide to the minimum extent required to complete your transactions. All information that you provide to us or to Finix must be accurate, current, and complete.

Any Commission due will be payable to you in arrears after the Commission has been earned. For standard Mode 0 Partners, Commissions are payable monthly in arrears, on or before the last business day of the calendar month following the month in which they were earned. For Mode 1 Partners or Partners with negotiated terms, payment timing is as set forth in the Partner Agreement. All payments of Commission to you under these Terms shall be made without reduction for any taxes, duties or levies assessed by applicable governmental authorities, which shall be paid by you. If the amounts paid by a Selling Partner for the products or services that generated a Commission are refunded, we will deduct the corresponding Commission from your next Commission payment. If there is no subsequent Commission payment to you, the outstanding amount shall carry forward as a deferred balance. ShopDot shall invoice you directly for any deferred balance outstanding for sixty (60) or more consecutive days, and you shall remit payment within thirty (30) days of receipt. Interest shall accrue on any unpaid invoice balance at the rate of one and one-half percent (1.5%) per month, or the maximum legal rate if less, calculated from the invoice date. Failure to pay a valid invoice may result in suspension from the Partner Program.

You are solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to your participation in the Partner Program and receipt of Commissions under this Agreement. You are solely responsible for, and must maintain adequate records of, expenses incurred in the course of participating in the Partner Program. No part of your compensation will be subject to withholding by us for the payment of any social security, federal, state or any other employee payroll taxes. We will regularly report amounts paid to you by filing Form 1099-MISC with the Internal Revenue Service as required by law.

If, notwithstanding the foregoing, you are reclassified as an employee of ours by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency as the result of any administrative or judicial proceeding, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by us.

10. Term

These Terms shall be effective upon your acceptance in accordance with the preamble above and shall continue until terminated in accordance with these Terms (“Term”). Upon termination, we require you to remove all Posts and/or cease using the Links, if: (a) we suspect that you have breached Section 4 or the Standards of Conduct; (b) you commit or are alleged to have committed any criminal act or other act involving moral turpitude, drugs, or felonious activities; (c) you commit any act or become involved in any situation or occurrence which brings you into public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably on us, or reduces the commercial value of our association with you; or (d) information becomes public about your having, in the past, so conducted yourself as in (b) or (c).

We reserve the right to: (i) terminate the Partner Program at any time; and/or (ii) modify the terms for participation in the Partner Program upon notice to you, as described in Section 14 below. Without limiting the foregoing, if your referral account has been “abandoned,” it may be removed from the Partner Program without notice. We have the right to deem your account abandoned if it has not been logged into for a period of at least one (1) year, provided that during such one (1) year period no Commission has accrued to you.

Upon any termination of these Terms, Sections 4.4, 4.5, 4.6, 5, 6, 9, 10, 11, 12, and 14 will survive any termination of these Terms.

11. Confidentiality

You acknowledge that by reason of your relationship to us hereunder you may have access to certain nonpublic information and materials concerning the Partner Program and our customers, technology, products and services that is confidential (“Confidential Information”). You will not use Confidential Information in any way for your own benefit or the benefit of any third party other than to fulfill your express obligations under these Terms. You will not disclose Confidential Information to any third party without our prior written consent. You will take every reasonable precaution to protect the confidentiality of the Confidential Information and will return or destroy all Confidential Information upon termination of these Terms.

12. Disclaimer; Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PRODUCTS, SERVICES AND ALL CONTENT PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, SHOPDOT PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SHOPDOT PARTIES DO NOT WARRANT THAT THE PRODUCTS OR SERVICES OR ANY PORTION OF THE PRODUCTS OR SERVICES, OR ANY CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NOTWITHSTANDING THE FOREGOING, THE SHOPDOT PARTIES DO NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT THE SHOPDOT PARTIES ARE PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) THE SHOPDOT PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOST PROFITS OR ANY OTHER SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR ANY OTHER THEORY OF LIABILITY, AND REGARDLESS OF WHETHER THE SHOPDOT PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) THE SHOPDOT PARTIES’ TOTAL LIABILITY UNDER OR ARISING OUT OF THESE TERMS WILL BE LIMITED TO THE GREATER OF THE TOTAL COMMISSION PAID OR OWING TO YOU UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM OR ONE THOUSAND DOLLARS ($1,000). EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Relationship of Parties

You understand that you are an independent contractor of us, and these Terms do not create any association, partnership, joint venture, employee, or agency relationship between you and us for any purpose. You have no authority (and will not hold yourself out as having authority) to bind us and will not make any agreements or representations on our behalf without our prior written consent. Without limiting the generality of Section 11, we are not responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on your behalf. You are solely responsible for all such taxes and contributions, including penalties and interest. You are not eligible under these Terms to participate in any of our employee benefits, such as time off, medical, profit sharing, or retirement benefits.

14. Miscellaneous

These Terms, together with any terms or policies referenced or incorporated herein, set forth the entire agreement between you and us with respect to the subject matter hereof. All notices required under these Terms should be directed to ShopDot at support@shopdotapp.com. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, you will be required to accept the modified Terms in order to continue to participate in the Partner Program. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 14, these Terms may be amended only by a written agreement signed by authorized representatives of both of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

These Terms are personal to you. You will not assign or otherwise transfer any of your rights, or delegate, subcontract, or otherwise transfer any of your obligations or performance, under these Terms. Any attempt to assign, delegate, or transfer in violation of this paragraph is void. We may freely assign or otherwise transfer all or any of our rights, or delegate or otherwise transfer all or any of our obligations or performance, under these Terms. These Terms are binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

These Terms are governed by and construed in accordance with the laws of the state of Delaware without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction. Each party agrees to institute any legal suit, action, or proceeding arising out of these Terms or the Posts in the federal or state courts located in Wilmington, Delaware and consents to the exclusive jurisdiction and venue of such courts. If any provision of these Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect.

SCHEDULE A

STANDARD MODE 0 COMMISSION TERMS

Applies to Mode 0 Partners without a separately executed Partner Agreement

1. Commission Rate. ShopDot will pay the Referral Partner a commission equal to ten percent (10%) of ShopDot’s Transaction Fees collected on each completed transaction generated by a referred Selling Partner (“Standard Commission Rate”). For clarity, the Standard Commission Rate applies to ShopDot’s Transaction Fee revenue only and does not affect the supplier commission or the net amount received by the Selling Partner.

2. Commission Eligibility Period. The Commission eligibility period for each referred Selling Partner begins on the date of that Selling Partner’s first completed order and continues for twelve (12) consecutive months from that date (“Commission Period”). Each referred Selling Partner has an independent Commission Period. Upon expiration of a Commission Period, ShopDot’s obligation to pay Commission on that Selling Partner’s transactions ceases automatically, unless the parties have entered into a Partner Agreement extending or modifying the term.

3. Payment Timing. Commissions are calculated monthly and paid in arrears, on or before the last business day of the calendar month following the month in which they were earned. ShopDot will provide a monthly statement showing Commissions earned and the Selling Partners to which they correspond.

4. No Minimum Guarantee. ShopDot does not guarantee any minimum Commission amount. Commission is earned only on completed, non-refunded transactions generated by referred Selling Partners during their active Commission Period.

5. Renewal. These standard terms do not auto-renew at the end of any Commission Period. If a Referral Partner wishes to continue earning Commission on a referred Selling Partner’s sales after the applicable Commission Period expires, the parties must enter into a Partner Agreement. ShopDot has no obligation to offer renewal or to agree to any particular renewal terms.

6. Supersession. If ShopDot and the Referral Partner execute a fully-executed Partner Agreement at any time, the Partner Agreement governs and supersedes this Schedule A in its entirety for that Referral Partner.

EXHIBIT A

STANDARDS OF CONDUCT

With respect to Posts made on social media platforms about us and our products and brands, you represent and warrant that you have reviewed, and you agree that you will comply with:

- You agree that you will not:

post content that promotes discrimination based on race, sex, gender, religion, nationality, disability, sexual orientation, or age;
post cont