ShopDot Selling Partner Agreement

Last Updated: September 7, 2026

THIS SELLING PARTNER AGREEMENT (THE “AGREEMENT”) GOVERNS YOUR USE OF THE SHOPDOT, INC. (“SHOPDOT”) SERVICES, INCLUDING ANY SERVICES IDENTIFIED IN AN ORDER FORM THAT REFERENCES THIS AGREEMENT, WHICH ENABLE YOU (A “SELLING PARTNER”) AS AN OPERATOR OF A BRANDED ONLINE STORE (A “STORE”) TO PRESENT TO CUSTOMERS PRODUCTS, GOODS AND OTHER MERCHANDISE SUPPLIED BY BRANDS, MANUFACTURERS, DISTRIBUTORS, AND WHOLESALERS (EACH A “SUPPLIER”) AND SOLD BY SHOPDOT TO CUSTOMERS, WITH SHOPDOT AS MERCHANT OF RECORD, VIA THE SHOPDOT PLATFORM. BY CLICKING THE “ACCEPT” BUTTON OR BY USING OR ACCESSING THE SERVICES, YOU AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT AND, IF YOU ARE ACCESSING OR USING THE SERVICES ON BEHALF OF AN ENTITY, REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. THE TERMS “YOU” AND “SELLING PARTNER” SHALL BE DEEMED TO REFER TO SUCH ENTITY, IF ANY. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT, AND MAY NOT, ACCESS OR USE THE SERVICES.

1. Definitions

Capitalized terms will have the meanings set forth in this Section 1, or in the section in which they are first used.

• "Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Selling Partner or any Authorized Users to access Services.
• "Anonymized Data" means Selling Partner Data from which Selling Partner-specific characteristics have been removed, and/or that is combined with other data, in a manner that renders it generic and not attributable to Selling Partner.
• "Authorized User" means each of Selling Partner’s employees, agents, and independent contractors who are authorized to access ShopDot Platform pursuant to Selling Partner’s rights under this Agreement.
• "Branded Merchandise" means merchandise a Selling Partner creates by applying its Partner Content to a base product ShopDot makes available for that purpose, and that ShopDot sells to Customers as Merchant of Record. Branded Merchandise is Merchandise for all purposes of this Agreement. The Producer of Branded Merchandise is not a Supplier. Schedule B governs it.
• "Commission Payout" means the commission amount applicable to a completed transaction, before deduction of any Fees, determined by the commission rate then in effect for the applicable Merchandise as published by ShopDot in the Selling Partner Portal. For the avoidance of doubt, “Commission Payout” does not include the gross transaction amount charged to the Customer.
• "Customer" means the end purchaser of Merchandise in an Order.
• "Customer Data" means personal information of a Customer that ShopDot collects as merchant of record in connection with an Order placed through Selling Partner’s Store, including name, contact information, shipping address, and order information, and that ShopDot makes available to Selling Partner through the Selling Partner Portal. Customer Data is not Selling Partner Data. As between the parties ShopDot controls Customer Data, and Selling Partner’s rights in it are only those granted in Section 5.14.
• "Fees" has the meaning given in Section 4.4.
• "Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
• "Merchandise" means a Supplier’s merchandise, products, goods or other items to be made available for purchase by ShopDot and resale by ShopDot to Customers through Selling Partner’s Store via the ShopDot Platform.
• "Network" means a commerce network ShopDot operates or licenses, each serving a distinct professional category or geography.
• "Order" means a Customer’s completed purchase of Merchandise from ShopDot through a Selling Partner’s Store.
• "Order Form" means a physical or electronic order form, pricing page or service registration page that is agreed to by both parties identifying the services to be made available by ShopDot pursuant to this Agreement.
• "Partner Content" means the logos, artwork, images, text and other content a Selling Partner submits for application to Branded Merchandise. Partner Content is Selling Partner Data.
• "Payment" means the net amount distributed to Selling Partner by ShopDot in connection with a completed transaction, calculated as the Commission Payout less all Fees deducted by ShopDot prior to distribution. For the avoidance of doubt, “Payment” does not include the gross transaction amount charged to the Customer or any amounts retained by ShopDot or the Supplier.
• "Producer" means the third party that manufactures, prints, packages and ships Branded Merchandise at ShopDot’s direction. The Producer is not a Supplier and has no contractual relationship with any Customer.
• "Resale Price" means the price at which ShopDot resells an item of Merchandise, whether to a Customer or to a Channel. ShopDot sets the Resale Price in its sole discretion. This definition matches the ShopDot Supplier Agreement.
• "Selling Partner Portal" means the online interface ShopDot makes available to Selling Partner for managing its Store, viewing Orders and Commission Payouts, and accessing the rates, policies and notices ShopDot publishes under this Agreement.
• "Selling Partner Data" means any content and information provided or submitted by, or on behalf of, Selling Partner or its Authorized Users for use with the Services, including without limitation Store information. Selling Partner Data does not include Customer Data.
• "Services" means any services provided by ShopDot to Selling Partner under this Agreement, including provision of the ShopDot Platform, website, and/or professional services, and any additional services set forth in an Order Form.
• "ShopDot Platform" means ShopDot’s commerce infrastructure and the software-as-a-service applications through which ShopDot makes it available, including product catalog ingestion and synchronization, storefront creation, product browsing and merchandising, checkout and payment processing, order routing and fulfillment flow, supplier payout orchestration, and order status and reporting, together with any related features, functionality, content, and documentation ShopDot makes available, in each case as identified in an Order Form where applicable.
• "Supplier Catalog" means a Supplier’s catalog of Merchandise to be made available for purchase by ShopDot and for resale by ShopDot.
• "Term" has the meaning given in Section 9.1.

2. ShopDot Services

2.1 Generally

The ShopDot Platform enables Selling Partners to present a broader range of products from a more diverse range of providers to their customers, and to earn a commission on ShopDot’s sales of that Merchandise, while also enabling Suppliers to reach a wider audience of potential buyers. ShopDot is the seller and merchant of record for every sale of Merchandise through a Store. Selling Partner does not take title to Merchandise, is not a party to the contract of sale between ShopDot and a Customer, is not in the payment flow for the purchase price, and has no obligation to collect or remit transaction tax on the sale. Selling Partner can view Suppliers’ Supplier Catalogs through the ShopDot Platform and search for the Merchandise that Selling Partner desires to make available to Customers through Selling Partner’s Store. Merchandise available through Selling Partner’s Store may change. A Supplier may withdraw its Merchandise from a network or remove Selling Partner from carrying it, and ShopDot may remove Merchandise from a network, in each case under the ShopDot Supplier Agreement. ShopDot publishes in the Selling Partner Portal the commission rate applicable to each item of Merchandise, and the resulting Commission Payout is allocated by ShopDot to Selling Partner in accordance with Section 4 of this Agreement. Selling Partner may present the applicable Merchandise in its Store at the Resale Price ShopDot publishes for that Merchandise through the ShopDot Platform. Commission rates and Resale Prices are not negotiated between Selling Partner and Supplier, and Selling Partner has no obligation to agree any rate or price with a Supplier. Orders placed through Selling Partner’s Store, including all necessary data to fulfil such order, will be transmitted to Suppliers via the ShopDot Platform, and Suppliers are responsible for fulfilling every Order at ShopDot’s direction. For avoidance of doubt, ShopDot is not responsible for nor a party to any dispute between Selling Partner and Supplier regarding the fulfillment, condition, or description of Merchandise.

2.2 Registering Your Account

In order to access certain features of the Services, Selling Partner may be required to register an account on the Services for each Authorized User (each an “Account”). In registering Accounts on the Services, Selling Partner agrees to (a) provide true, accurate, current and complete information about each Authorized User as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Selling Partner represents that each Authorized User is (i) of legal age to form a binding contract; and (ii) not a person barred from using any of the Services under the laws of the United States, their place of residence, or any other applicable jurisdiction. Selling Partner is responsible for all activities that occur under its Authorized Users’ Accounts. Selling Partner shall ensure that Authorized Users do not share their Account or password with anyone, and shall notify ShopDot immediately of any unauthorized use of any such password or any other breach of security. If Selling Partner provides any information that is untrue, inaccurate, not current or incomplete, or ShopDot has reasonable grounds to suspect that any such information is untrue, inaccurate, not current or incomplete, ShopDot has the right to suspend or terminate the applicable Account and refuse any and all current or future use of the Services (or any portion thereof). Selling Partner agrees not to create an Account using a false identity or information, or on behalf of someone other than a bona fide Authorized User. Selling Partner agrees that it shall not register or maintain more than one Account per Authorized User on each of the Services at any given time. ShopDot reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. Selling Partner agrees not to create an Account or use the Services if Selling Partner or its any of its Authorized Users have been previously removed by ShopDot, or if have been previously banned from any of the Services.

2.3 Marketing Services

ShopDot may make optional marketing services available to Selling Partner from time to time, such as campaigns supporting Selling Partner’s Store. Any such service is optional, is offered on the terms ShopDot publishes for it, and applies only where Selling Partner elects to use it. ShopDot is under no obligation to offer, continue, or maintain any marketing service. Where a communication under any such service is directed to a Customer, Section 5.14 governs, and the consent described in Section 5.14(b) is the sole basis on which ShopDot will send it.

2.4 Support Services

Subject to the terms and conditions of this Agreement and any applicable Order Form, ShopDot will exercise commercially reasonable efforts to (a) provide support for the use of the ShopDot Platform to Selling Partner, and (b) keep the ShopDot Platform operational and available to Selling Partner, in each case in accordance with ShopDot’s standard policies and procedures.

2.5 Third Party Service Integrations

ShopDot may enable certain third-party services to integrate with the ShopDot Platform (each, a “Third-Party Service”). Selling Partner understands that it must maintain its own account with such Third-Party Services (each, a “Third-Party Account”) in order to make use of such integrations, and that the relevant third parties who provide such Third-Party Services (each a “Third-Party Provider”) are solely responsible for the use and access of such Third-Party Services, including the availability and uptimes related thereto. Selling Partner agrees that ShopDot will have no liability to Selling Partner for any unavailability of any Third-Party Services, or any Third-Party Provider’s decision to discontinue, suspend or terminate any Third-Party Services. Selling Partner further acknowledges and agrees that certain Third-Party Services may be subject to certain API call and/or capacity limits, and that Selling Partner shall not use any Third-Party Services in excess of any such call or capacity limits communicated to Selling Partner. Selling Partner represents and warrants that it will, and that it has all rights and consents necessary to, provide any Third-Party Account information required by ShopDot. Where Selling Partner enables an integration with a Third-Party Service, ShopDot may disclose Selling Partner Data and Customer Data to the applicable Third-Party Provider to the extent the integration requires. Selling Partner represents that it has the authority and all consents necessary to enable the integration, and that the Third-Party Provider’s terms permit that provider to use Customer Data only to operate the integration and not for the provider’s own marketing or its own purposes. Selling Partner will not enable an integration where they do not. As to Selling Partner Data, the Third-Party Provider’s own terms govern its use of that data and ShopDot is not responsible for it. Selling Partner’s obligations under Section 5.14 apply to any Customer Data Selling Partner receives or accesses through a Third-Party Service.

2.6 Referral Program (Optional)

The Referral Program is available to every Selling Partner and is governed by Schedule A (Referral Program) to this Agreement, which states how a Selling Partner participates and on what terms.

2.7 Branded Merchandise (Optional)

Branded Merchandise is available to every Selling Partner and is governed by Schedule B (Branded Merchandise) to this Agreement, which states how a Selling Partner creates and sells it and on what terms. Schedule B applies to a Selling Partner from the time it enables Branded Merchandise in the Selling Partner Portal. Enabling it is optional and no separate agreement or acceptance is required.

3. ShopDot Services and ShopDot Intellectual Property

3.1 License Grant

Subject to the terms and conditions of this Agreement and any applicable Order Form, ShopDot grants to Selling Partner a revocable, non-exclusive, non-sublicensable (except to Authorized Users), non-transferable (except as permitted under Section 10.5) license for the duration of the Term solely to use the ShopDot Platform for Selling Partner’s internal business purposes, including to present Merchandise for purchase from ShopDot on Selling Partner’s Store. Selling Partner may permit any Authorized Users to access and use the features and functions of ShopDot Platform as contemplated by this Agreement.

3.2 Restrictions

Selling Partner will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Services, except as expressly allowed herein; (b) modify, adapt, alter or translate the Services; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Services for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services, except as permitted by law; (e) interfere in any manner with the operation of the Services or the hardware and network used to operate the Services; (f) modify, copy or make derivative works based on any part of the Services; (g) access or use the Services to build a similar or competitive product or service; (h) attempt to access ShopDot Platform through any unapproved interface; or (i) otherwise use the Services in any manner that exceeds the scope of use permitted under Section 3.1 or in a manner inconsistent with applicable law or this Agreement.

3.3 Ownership

The ShopDot Platform, the Services, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of ShopDot and its providers. All rights in and to Services not expressly granted to Selling Partner in this Agreement are reserved by ShopDot and its providers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Selling Partner regarding Services, or any part thereof.

4. Payments; Fees

4.1 Payments and Settlements

ShopDot collects the purchase price for Merchandise in its own name as seller, through a third-party payment processor (“Third-Party Payment Processor”). Selling Partner has no right, title, or interest in amounts ShopDot collects from Customers.

ShopDot shall pay to Selling Partner the Commission Payout less the Fees (as defined below) on each Order of Merchandise following its shipment to the Customer by the applicable Supplier. Payments are made at least monthly in arrears, and in any event by the tenth (10th) day of the month following the month in which the applicable Order shipped. ShopDot may pay more frequently. ShopDot reports each payment to Selling Partner in the Selling Partner Portal at the time it is made, and also sends notice of it by email. No minimum payout threshold applies. That amount is ShopDot’s own contractual obligation to Selling Partner and is not a share of, or a distribution from, amounts collected from Customers. Payment is made to Selling Partner’s eligible Payment Account (as defined below) in accordance with this Agreement and any applicable Order Form.

4.2 Chargebacks, Disputes, and Holds

As between ShopDot and the applicable Supplier, the Supplier bears responsibility for errors in fulfilling, shipping, or maintaining inventory for Merchandise. Selling Partner has no fulfillment obligation. Section 5.9 states how that allocation sits against ShopDot’s obligations to the Customer. Selling Partner agrees to comply with Section 5.9 below with respect to order issues. Notwithstanding the foregoing, ShopDot receives all returns, exchanges, refunds, and cancellations as merchant of record and administers them, itself or through the applicable Supplier, in accordance with ShopDot’s published returns and refunds policy, and ShopDot’s customer service information shall be included in order confirmations sent to the Customer. Where ShopDot assigns a Customer request to a Supplier for resolution, the Supplier may contact the Customer directly about that request under Section 5.9 of the ShopDot Supplier Agreement; ShopDot remains the seller and merchant of record, issues any refund, and remains available to the Customer throughout. Selling Partner agrees to refer all Customers to ShopDot and not to engage in any return or refund activity with any Customer in connection with a sale of Merchandise. As between ShopDot and the applicable Supplier, the Supplier bears the cost of the return and handles reverse logistics. If a refund to a Customer is warranted under ShopDot’s returns and refunds policy, or if a chargeback is initiated by the Customer’s card issuer or otherwise honored or lost by the Third-Party Payment Processor, ShopDot will refund the applicable amount to the Customer as merchant of record. Selling Partner agrees and understands that Selling Partner is obligated to pay to ShopDot an amount equal to the Payment previously distributed to Selling Partner in connection with the initial transaction at issue, and authorizes ShopDot to withhold such amount from future Payments owed to Selling Partner. In the event that future Payments are insufficient to satisfy the full clawback amount, the outstanding balance shall accrue and carry forward as a deferred balance, to be withheld from future Payments prior to distribution until satisfied in full. The account designated by Selling Partner to receive Payments under this Agreement is referred to herein as the (“Payment Account”). Selling Partner will provide and maintain a valid payment card or other payment method for settlement of amounts owed to ShopDot (the “Billing Method”), and authorizes ShopDot and the Third-Party Payment Processor to charge the Billing Method for any deferred balance that remains outstanding for thirty (30) or more consecutive days. ShopDot will provide a statement of each such charge stating the amount and the transactions to which it relates. A charge under this Section may not exceed the amount then owed, and ShopDot may not charge the Billing Method on any other basis. Where Selling Partner has not provided a valid Billing Method, or a charge to the Billing Method is declined, ShopDot may, upon written notice to Selling Partner, invoice Selling Partner directly for the outstanding balance, and Selling Partner shall pay that invoice within thirty (30) days of the invoice date. Interest on an unpaid invoice accrues under Section 4.6. Where that invoice remains unpaid after thirty (30) days, ShopDot may debit the Payment Account for the amount then owed on not less than ten (10) days’ prior written notice stating the amount and the transactions to which it relates. A debit under this Section may not exceed the amount then owed, and ShopDot may not debit the Payment Account on any other basis. Where an amount owed remains unpaid after the debit route has been exhausted or is unavailable, ShopDot may, in addition to any other rights or remedies it may have, suspend all Authorized Users’ and Selling Partner’s access to the Services until such amounts are paid in full. For the avoidance of doubt, the Payment subject to clawback under this Section is the net amount actually distributed to Selling Partner after deduction of Fees. Fees deducted at the time of the original transaction are fully earned upon deduction and are not subject to refund, credit, or offset in connection with any subsequent chargeback, dispute, or refund of the underlying transaction.

• Selling Partner may dispute a chargeback clawback by submitting written notice to ShopDot within thirty (30) days of the date ShopDot first notifies Selling Partner of the clawback or reflects it in a statement, whichever is earlier. Disputes are available only where Selling Partner can demonstrate, with supporting documentation, that the chargeback arose from Supplier fulfillment failure, Supplier product defect or mislabeling, or a ShopDot platform error, and not from any act, omission, system, or tool of the Selling Partner, including any AI-powered or algorithmic product recommendation made by or on behalf of Selling Partner to a Customer. ShopDot will review the dispute in good faith and provide a written determination within thirty (30) days of receipt of Selling Partner’s written notice and supporting documentation. If ShopDot validates the dispute, Selling Partner’s returned Payment will be credited against future amounts owed to ShopDot or reimbursed to Selling Partner from amounts recovered by ShopDot from the responsible party. ShopDot shall have no obligation to reimburse Selling Partner prior to recovery from the responsible party.

4.3 Risk Management

ShopDot reserves the right to require additional information from any Selling Partner, Supplier, or Customer to reduce the risk of fraud, identity theft, money laundering, terrorist financing, violation of trade sanctions, or to otherwise comply with laws and regulations in order to process Payments. No reserve. ShopDot does not withhold any reserve, holdback, or percentage of Selling Partner’s Payments against future chargebacks, refunds, or other contingent liabilities. Except as expressly provided in Sections 4.4 and 9.4 and in Schedule A, recovery of amounts owed runs solely through the deduction, deferred balance, Billing Method charge, invoice, and debit mechanism described in Section 4.2.

ShopDot may withhold payment of the Payment attributable to a specific transaction that is the subject of an active chargeback or refund dispute, and only that Payment, while the dispute is open. Any such withholding must be accompanied by written justification at the time it is imposed, is released on resolution of the dispute, and may not exceed thirty (30) days, or ninety (90) days where the dispute involves a fraud investigation or a regulatory requirement, in which case ShopDot will provide written status updates every fifteen (15) days. ShopDot may not withhold any Payment attributable to any other transaction. Nothing in this Section permits ShopDot to hold funds on the basis of account tenure, aggregate complaint volume, or incomplete Account information; the sole remedy for those circumstances is the information request described above and, if unresolved, suspension or termination under Section 9.

4.4 Fees

In consideration for the access rights granted to Selling Partner and the Services performed by ShopDot under this Agreement, Selling Partner shall be responsible for all fees owed in connection with its Account pursuant to ShopDot’s then-current Standard Fee Schedule (the “Fees” or “Selling Partner Fees”). The Standard Fee Schedule is published by ShopDot and may be updated by ShopDot upon no less than thirty (30) days’ prior written notice to Selling Partner; continued use of the Services following the expiration of such notice period constitutes Selling Partner’s acceptance of the updated Fees. Where a Selling Partner has executed an Order Form with ShopDot, the fees set forth on such Order Form shall govern and supersede the Standard Fee Schedule with respect to the specific fee terms identified therein; provided that ShopDot shall provide no less than sixty (60) days’ prior written notice of any fee changes following the initial twelve (12) month period of the applicable Order Form. Where Selling Partner’s Store operates within a network that a third party operates under agreement with ShopDot, ShopDot may publish a fee schedule specific to that network, which governs and supersedes the Standard Fee Schedule for Selling Partner for so long as its Store operates on that network. A network fee schedule may provide that the Fees do not apply on that network, in which case Selling Partner receives the Commission Payout without deduction of Fees and no amount is payable by Selling Partner to ShopDot in their place. ShopDot will give Selling Partner not less than thirty (30) days’ prior written notice before a network fee schedule first applies to it, and Section 10.11 governs any later change to it. ShopDot may utilize the Third-Party Payment Processor to process Fees. By providing ShopDot with Payment Account and Billing Method information, Selling Partner authorizes ShopDot and the Third-Party Payment Processor to process Fees in accordance with this Section. Where an amount remains owing after deduction from Payments, the outstanding balance carries forward as a deferred balance, and ShopDot may recover it by charge to the Billing Method, and failing that by invoice and debit of the Payment Account, in each case on the basis and subject to the limits set out in Section 4.2.

• Fees shall be automatically deducted by ShopDot from Payments prior to distribution to Selling Partner, except where a network fee schedule provides that the Fees do not apply on that network.
• Selling Partner will maintain complete, accurate, and up-to-date Payment Account, Billing Method, billing, and contact information at all times. Except as expressly set forth herein or in an Order Form, all Fees are fully earned and non-refundable when due. All dollar amounts referred to in this Agreement are in United States Dollars.

4.5 Taxes

Transaction taxes. ShopDot is the seller of Merchandise to Customers and is responsible for calculating, collecting, and remitting sales, use, and similar transaction taxes on those sales, including where a sale crosses state lines. Selling Partner has no obligation to calculate, collect, or remit transaction tax on a sale of Merchandise made through its Store, and no such tax is deducted from Selling Partner’s Payment.

Selling Partner’s own taxes. Selling Partner remains responsible for taxes on its own income, including on any Commission Payout and Payment it receives, and for any tax obligation arising outside the sale of Merchandise through the ShopDot Platform. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, other than taxes based on ShopDot’s income (“Taxes”), and Selling Partner is responsible for payment of all such Taxes and any related penalties and interest arising from the Fees or the provision of the Services. This paragraph does not apply to the Commission Payout or the Payment. Selling Partner will make any payment of Fees invoiced under Section 4.2 free and clear of, and without reduction for, withholding taxes, and will provide ShopDot with official receipts issued by the appropriate taxing authority, or such other evidence as ShopDot may reasonably request, to establish that any such tax has been paid.

Information reporting. ShopDot files Selling Partner’s annual tax information return and reports amounts paid to Selling Partner as and where required by law. Reporting thresholds are set by law and change from time to time. Selling Partner will provide ShopDot with a completed IRS Form W-9, or other taxpayer identification information ShopDot reasonably requests, and will keep that information current. Where Selling Partner has not provided it, ShopDot will apply backup withholding as required by law. Nothing in Section 4.3 limits ShopDot’s obligation to withhold where withholding is required by law.

4.6 Interest

Any amounts not paid to ShopDot when due will bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.

4.7 Working with Suppliers

ShopDot has invested significant time, effort and capital in building its Supplier relationships.

Contact and wholesale purchases. ShopDot may make Supplier contact information available to Selling Partner and encourages Selling Partner to contact Suppliers for product questions, samples, education and training. Selling Partner may purchase merchandise from a Supplier at wholesale for its own account, including for use or resale at Selling Partner’s own place of business. Nothing in this Agreement restricts that contact or those purchases.

Limits. During the Term and for six (6) months after it ends, Selling Partner will not: (a) arrange with a Supplier for merchandise to be shipped directly to a consumer rather than to Selling Partner, other than through the ShopDot Platform; (b) solicit a Supplier to move its merchandise from the ShopDot Platform to another commerce platform; or (c) use ShopDot’s Supplier relationships or the Supplier Catalog to build, supply, or operate a commerce, storefront, or catalog service that competes with the ShopDot Platform.

This Section does not apply to a Supplier with which Selling Partner had a direct commercial relationship before it first accessed that Supplier’s Merchandise through the ShopDot Platform.

5. Selling Partner Data, User Data, Acceptable Use and Selling Partner Responsibilities

5.1 License; Ownership; Feedback

Selling Partner is solely responsible for any and all obligations with respect to the accuracy, completeness, content, quality, timeliness and legality of Selling Partner Data, and acknowledges that other users of the Services (“Users”) are responsible for the accuracy, completeness, content, quality, timeliness and legality of the content they upload, distribute, post or otherwise make available (collectively, “Make Available”) via the ShopDot Platform (such content of other users, “User Content”). Selling Partner will obtain all third-party licenses, consents and permissions needed for ShopDot to use the Selling Partner Data to provide the Services (which includes the ability of ShopDot to use such Selling Partner Data to improve the Services) and to exercise all licenses granted by Selling Partner herein. Selling Partner grants ShopDot a non-exclusive, worldwide, royalty-free and fully paid license during the Term to use the Selling Partner Data (a) as necessary for purposes of providing the Services, (b) in order to improve the Services, and (c) generate Anonymized Data. For clarity, ShopDot owns all Anonymized Data and ShopDot may freely and perpetually use, share, and disclose Anonymized Data, during and after the Term, for commercial uses including e.g., developing aggregate statistical analyses, improving the Service, and sharing with third parties. Selling Partner also hereby grants to ShopDot a non-exclusive, sub-licensable, royalty-free, worldwide, perpetual, irrevocable, fully transferable, royalty-free and fully paid right and license to: use or incorporate into the Services any suggestions, ideas, feedback, recommendations or other information provided by Selling Partner or its Authorized Users with respect to the Services (“Feedback”) and to reproduce, distribute, modify, create derivative works of, publicly perform and display, and sub-license Feedback. For avoidance of doubt, Anonymized Data and Feedback are not Confidential Information of Selling Partner. The Selling Partner Data, and all worldwide Intellectual Property Rights in it, is the exclusive property of Selling Partner or its providers. All rights in and to the Selling Partner Data not expressly granted to ShopDot in this Agreement are reserved by Selling Partner and its suppliers.

5.2 Selling Partner Data Warranty

Selling Partner represents and warrants that any Selling Partner Data will not (a) infringe or misappropriate any Intellectual Property Rights; (b) be deceptive, defamatory, obscene, pornographic or unlawful; (c) contain any viruses, worms or other malicious computer programming codes intended to damage ShopDot’s system or data; or (d) otherwise violate the rights of a third party. ShopDot is not obligated to back up any Selling Partner Data; Selling Partner is solely responsible for creating backup copies of any Selling Partner Data at its sole cost and expense. Selling Partner agrees that any use of ShopDot Platform contrary to or in violation of the representations and warranties of Selling Partner in this Section 5.2 constitutes unauthorized and improper use of ShopDot Platform.

5.3 Responsibility for Data and Security

Selling Partner and its Authorized Users will have access to the Selling Partner Data and will be responsible for all changes to and/or deletions of Selling Partner Data and the security of all passwords and other Access Protocols required in order to access ShopDot Platform. Selling Partner will have the ability to export Selling Partner Data out of ShopDot Platform and is encouraged to make its own back-ups of the Selling Partner Data. Selling Partner will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Selling Partner Data.

5.4 Data Privacy Addendum

To the extent Selling Partner Data includes Personal Information derived from California residents or consumers, the terms of ShopDot’s CCPA Addendum shall apply to such Personal Information and be incorporated into the Agreement.

5.5 No Obligation to Pre-Screen Content

Selling Partner acknowledges that ShopDot has no obligation to pre-screen any User Content or Selling Partner Data, although ShopDot reserves the right in its sole discretion to pre-screen, refuse and remove any such User Content or Selling Partner Data. In the event ShopDot pre-screens, refuses or removes any User Content or Selling Partner Data, Selling Partner acknowledges that ShopDot will do so for its sole benefit and not any other person.

5.6 Storage

Unless otherwise agreed to by ShopDot in writing elsewhere, ShopDot has no obligation to store any Selling Partner Data or User Content. You agree that ShopDot retains the right to create reasonable limits on Selling Partner’s use and storage of Selling Partner Data and User Content, such as limits on file size, storage space, processing capacity and similar limits as may be described on the ShopDot Platform.

5.7 Acceptable Use Policy

In connection with Selling Partner’s use of the ShopDot Platform, Selling Partner agrees that it will not: (a) Make Available any Selling Partner Data that, in ShopDot’s sole discretion, (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities; (b) harm minors in any way; (c) impersonate any person or entity, including, but not limited to, ShopDot personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity; (d) Make Available any Selling Partner Data that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (e) Make Available any Selling Partner Data that infringes the rights of any person or entity, including without limitation, any Intellectual Property Rights, or privacy, publicity or other proprietary or contractual rights; (f) intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court; (g) harass any person; or (h) advocate, encourage or assist any third party in doing any of the foregoing activities in this section.

5.8 Interactions with Other Users

Selling Partner is solely responsible for its interactions with other Users and any other parties with whom Selling Partner interacts; provided, however, that ShopDot reserves the right, but has no obligation, to intercede in any resulting disputes between Selling Partner and Users. Selling Partner agrees that ShopDot will not be responsible for any liability incurred as the result of such interactions. Selling Partner hereby releases ShopDot and its successors and assigns from claims, demands, any and all losses, damages, liabilities, rights, and actions of any kind, including personal injuries, death and property damage, which is either directly or indirectly related to or arises from Selling Partner’s interactions with any other Users. If Selling Partner is a California resident, Selling Partner hereby waives 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.”

5.9 Order Fulfillment and Order Issue Resolution

As between ShopDot and the applicable Supplier, the Supplier is solely responsible for fulfilling every Order placed by a Customer. Selling Partner will refer all order issues to ShopDot and will not deal directly with a Supplier about them. Selling Partner will provide ShopDot with any information reasonably required to resolve an order issue, including issues related to insufficient inventory, quality of Merchandise, and incorrect or delayed shipments. As between ShopDot and the applicable Supplier, the Supplier is responsible for those failures; that allocation does not limit ShopDot’s obligations to the Customer as seller and merchant of record, including ShopDot’s responsibility to the Customer for shipment timing. ShopDot may assign a Customer request about an Order to the applicable Supplier for resolution, in which case the Supplier may contact the Customer directly about that request. This does not change Selling Partner’s obligations to refer order issues and Customers to ShopDot.

5.10 Promotional Partners

(a) Scope. Selling Partner may permit other persons to promote Merchandise available through its Store using a tracking link ShopDot issues (each such person, a "Promotional Partner"). A Promotional Partner has no Store of its own, no Account, and no agreement with ShopDot, and is not a Selling Partner. Selling Partner may not permit any person to promote its Store using any link, code, or attribution mechanism other than one ShopDot has issued.

(b) Flow-down of posting and disclosure obligations. Selling Partner will ensure that each of its Promotional Partners complies with Section 5.7 (Acceptable Use Policy) and with all endorsement, testimonial, and disclosure requirements applicable to their promotion, including the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising and any successor or equivalent requirement. Selling Partner will require each Promotional Partner to clearly and conspicuously disclose its material connection to Selling Partner in every promotion, and will provide each Promotional Partner with the substance of these obligations before issuing them a tracking link.

(c) Responsibility. Selling Partner is responsible for all acts and omissions of its Promotional Partners as if they were its own. A Promotional Partner's violation does not excuse Selling Partner's obligations under this Agreement, and ShopDot's lack of privity with a Promotional Partner does not limit Selling Partner's responsibility under this Section.

(d) Compensation and tax reporting. Selling Partner pays its Promotional Partners out of its own Payment, at rates Selling Partner sets, and is solely responsible for any tax reporting arising from those payments. ShopDot has no payment relationship with, and no payer obligation to, any Promotional Partner. This Section 5.10 does not apply where ShopDot pays a person directly under a separate signed schedule to this Agreement.

(e) Suspension. ShopDot may disable any tracking link, or require Selling Partner to terminate any Promotional Partner, where ShopDot reasonably believes there has been a violation of this Section, of Section 5.7, or of applicable law.

5.11 Sub-Selling Partners

(a) Scope. Where ShopDot has enabled the configuration under a signed schedule to this Agreement, a Selling Partner (in that capacity, the "Main Selling Partner") may add other persons to its Account to present Merchandise through the Main Selling Partner's Store (each, a "Sub-Selling Partner"). A Sub-Selling Partner does not operate a Store of its own and does not hold a separate Account. This Section applies only to that configuration; it does not apply to a Promotional Partner under Section 5.10, who is paid by the Main Selling Partner rather than by ShopDot.

(b) Acceptance and onboarding. Each Sub-Selling Partner must accept this Agreement and provide the payment and tax information ShopDot requires before any payout is released. ShopDot presents and captures that acceptance directly. A Sub-Selling Partner is a party to this Agreement in its own right, and the Main Selling Partner may not accept this Agreement on its behalf.

(c) What a Sub-Selling Partner is paid. Notwithstanding Section 4.1, a Sub-Selling Partner does not receive the full Payment on its attributed transactions. It receives a percentage of the Main Selling Partner's Payment on those transactions (the "Sub-Selling Partner Share"), which the Main Selling Partner sets. ShopDot's Fees are unchanged by the Sub-Selling Partner Share, and the Share is taken from the Main Selling Partner's own Payment rather than from any additional amount.

(d) Disclosure of the Share. ShopDot will disclose the applicable Sub-Selling Partner Share to a Sub-Selling Partner before it accepts this Agreement.

(e) Changing the Share. The Main Selling Partner may change a Sub-Selling Partner Share on written notice to ShopDot. Changes apply prospectively only. ShopDot disburses according to the Share of record at the time of the transaction and has no obligation to apply a change retroactively.

(f) Payment and tax reporting. ShopDot disburses the Sub-Selling Partner Share directly to the Sub-Selling Partner's payment account and files that Sub-Selling Partner's annual tax information return as required by law. The Main Selling Partner is not in that payment flow.

(g) Visibility. Each Sub-Selling Partner may view its own attributed sales, commission earned, applicable Sub-Selling Partner Share, and payout history, without dependence on the Main Selling Partner. Until ShopDot makes an account view available for this purpose, ShopDot will provide that information by periodic statement.

(h) Disputes over the Share. Any dispute regarding the Sub-Selling Partner Share is between the Main Selling Partner and the Sub-Selling Partner. ShopDot disburses per the Share of record and is not the arbiter of that dispute.

(i) Responsibility. The Main Selling Partner is responsible for the acts and omissions of its Sub-Selling Partners in connection with the Store, including compliance with Section 5.7 and with all endorsement and disclosure requirements applicable to their promotion.

5.12 Selling Partner Indemnification

Selling Partner will indemnify, defend and hold harmless ShopDot and its officers, directors, employees, consultants and agents (the “ShopDot Indemnitees”) from and against any damages, liabilities, losses, judgments, settlements, costs and expenses (including any attorney’s fees) incurred by any of the ShopDot Indemnitees in connection with or arising from any third-party claims, demands, actions or suits related to: (i) Selling Partner’s breach or alleged breach of this Agreement; (ii) any disputes between Selling Partner and any Customers, Suppliers, other Users, or other person related to Selling Partner’s Stores, and/or any Merchandise and, without limiting the foregoing, issues related to any Supplier’s fulfillment or failure to fulfill any orders; or (iii) any claim that Selling Partner’s Store or Selling Partner Data, as applicable, infringe upon, misappropriate or otherwise violate the rights of any third parties, including any Intellectual Property Rights or rights of publicity.

5.13 Selling Partner Disclosure

Wherever Selling Partner promotes, links to, or recommends its Store or any Merchandise available through it — including in Selling Partner’s own place of business, in communications with its clients, patients, or customers, and on any website or social media account — Selling Partner will clearly and conspicuously disclose that it earns a Commission Payout on purchases made through its Store. Selling Partner will comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising and any successor or equivalent requirement. This obligation is Selling Partner’s own and is in addition to the flow-down obligations in Section 5.10. ShopDot provides the disclosures rendered on the Store and at checkout; disclosures Selling Partner makes through its own channels are Selling Partner’s responsibility.

5.14 Customer Data; Service Communications and Marketing

(a) Access and service use. ShopDot makes Customer Data for orders placed through Selling Partner’s Store available to Selling Partner in the Selling Partner Portal or through such other interface as ShopDot makes available for that purpose. Selling Partner may use Customer Data to operate its Store and to service orders placed through it, including communicating with a Customer about that Customer’s order status, shipping, and delivery — in each case by reference to the information ShopDot makes available for that Order, and Selling Partner will not give a Customer a shipping or delivery date, or a revised date, that ShopDot has not published or provided — referring the Customer to ShopDot in respect of returns, exchanges, refunds, and cancellations, answering questions about Merchandise the Customer purchased, and passing on any recall or safety notice. Where ShopDot notifies Selling Partner of a recall, withdrawal, or safety notice affecting Merchandise sold through its Store, Selling Partner will cooperate with ShopDot in communicating it, will remove or unpublish the affected Merchandise from its Store promptly on ShopDot’s request, and will not represent that affected Merchandise is unaffected. Selling Partner will not use Customer Data for any other purpose except as permitted by subsection (b).

(b) Marketing requires consent. Selling Partner may use Customer Data to send marketing or promotional communications only to a Customer who has consented to receive them from Selling Partner through the consent mechanism ShopDot provides at checkout, and only for so long as that consent remains in effect. A communication that solicits a further purchase — including a replenishment, refill, restock, or win-back message — is a marketing communication and requires consent, whether or not it references a prior order. Until ShopDot makes such a consent mechanism available, Selling Partner may not use Customer Data for marketing or promotional communications.

(c) Withdrawal and compliance. Selling Partner will honor any withdrawal of consent, unsubscribe request, or opt-out that ShopDot communicates to it promptly, and in any event within ten (10) days, and will not re-add the Customer absent a new consent. Selling Partner will comply with all applicable laws governing commercial electronic messages, including the CAN-SPAM Act, and will identify itself as the sender of any communication it sends.

(d) No onward transfer or enrichment. Selling Partner will not sell, license, rent, share, or otherwise make Customer Data available to any third party, and will not match Customer Data against, or use it to enrich, any list or audience maintained by Selling Partner or a third party.

(e) Independent contacts unaffected. This Section does not restrict Selling Partner’s use of contact information that Selling Partner obtained independently of the Services and not from or through an Order placed through its Store. Where Selling Partner independently holds contact information for a person who is also a Customer, this Section restricts Selling Partner’s use of the Customer Data record only and does not restrict its use of the independently obtained record.

(f) Effect of termination. On expiration or termination of this Agreement, Selling Partner’s right to use Customer Data ends. Selling Partner will cease all use of Customer Data and delete it, except as needed to complete a pending order or return or where retention is required by law. Consent obtained through ShopDot’s checkout does not survive termination of this Agreement.

(g) Remedies. In addition to any other remedy, ShopDot may suspend or terminate Selling Partner’s access to Customer Data or to the Services for breach of this Section, and may take reasonable and appropriate steps to stop and remediate any unauthorized use of Customer Data.

(h) Network operators. Where Selling Partner’s Store operates within a network that a third party operates under agreement with ShopDot (a “Network Operator”), ShopDot may make Selling Partner Data and Customer Data available to that Network Operator to the extent required to operate the network. The Network Operator is bound by restrictions on the use of Customer Data no less protective than those this Section places on Selling Partner. ShopDot will also bind the Network Operator in writing to communicate any recall, withdrawal, or safety notice affecting Merchandise sold in that network. This subsection does not give the Network Operator any right to market to a Customer, which requires the consent described in subsection (b).

(i) Retention, deletion, and correction. Selling Partner will retain Customer Data only as long as needed for the purposes this Section permits and will delete or de-identify it after that. Selling Partner will delete, correct, or restrict its use of Customer Data relating to a particular Customer on ShopDot’s written request, within thirty (30) days of the request, unless retention is required by law, and will confirm completion to ShopDot in writing.

(j) Recommendations and aggregate signal. Selling Partner may use data it creates and holds itself, and any aggregate, non-identified information about activity on the ShopDot Platform that ShopDot makes available to it, to personalise and improve what its own website or application recommends. Selling Partner will not use Customer Data to train, fine-tune, or improve any model, recommendation engine, or other product or service, and a recommendation Selling Partner presents to a Customer will not reveal or rely on that Customer's own order history within the Customer Data. Nothing in this subsection limits subsections (a), (d) or (i).

5.15 Licensed Professionals

Commission Payout is earned solely on completed retail sales of Merchandise through Selling Partner’s Store. It is not payment for the referral of any client, patient, or customer, is not a division or sharing of any fee for professional services, and is not conditioned on or calculated by reference to any clinical recommendation, diagnosis, treatment, prescription, or course of care. No amount payable to Selling Partner varies based on whether a Customer is or becomes a client or patient of Selling Partner. ShopDot does not direct, supervise, or interfere with Selling Partner’s professional judgment and does not share in the revenue of Selling Partner’s practice.

Where Selling Partner holds any professional license, registration, or certification, Selling Partner represents and warrants that (a) it has determined that participation in the Services and receipt of Commission Payout is permitted under that license and under the rules of every board or regulatory authority governing it, (b) participation does not violate any employment agreement, practice agreement, or institutional policy applicable to it, and (c) it will make any disclosure to its clients or patients that those rules require of it. Selling Partner will notify ShopDot promptly if any of the foregoing ceases to be true.

ShopDot may suspend Selling Partner’s participation where ShopDot reasonably determines that Selling Partner’s participation is prohibited by applicable law or by a rule applicable to Selling Partner.

6. Disclaimers

6.1 General Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND SHOPDOT MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. SHOPDOT DOES NOT WARRANT THAT ANY ERRORS CAN BE CORRECTED, THE SERVICES WILL MEET SELLING PARTNER’S REQUIREMENTS, OR THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

6.2 No Liability for Conduct of Third Parties

SELLING PARTNER ACKNOWLEDGES AND AGREES THAT SHOPDOT IS NOT LIABLE, AND SELLING PARTNER AGREES NOT TO SEEK TO HOLD SHOPDOT LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OR CUSTOMERS.

6.3 No Liability for Merchandise or Stores

SELLING PARTNER ACKNOWLEDGES AND AGREES THAT SHOPDOT IS NOT LIABLE, AND SELLING PARTNER AGREES NOT TO SEEK TO HOLD SHOPDOT LIABLE, FOR STORES OPERATED BY OTHER SELLING PARTNERS OR THE CONTENT OF THOSE STORES. THIS SECTION DOES NOT LIMIT SHOPDOT’S OBLIGATIONS AS SELLER OF THE MERCHANDISE.

7. Limitation of Liability

7.1 Types of Damages

IN NO EVENT WILL SHOPDOT BE LIABLE TO SELLING PARTNER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SHOPDOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, OR EITHER PARTY’S LIABILITY FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY’S OWN NEGLIGENCE OR WILLFUL MISCONDUCT.

7.2 Amount of Damages

THE MAXIMUM LIABILITY OF SHOPDOT ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF THE FEES PAID OR PAYABLE BY SELLING PARTNER TO SHOPDOT DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY OR ONE THOUSAND DOLLARS ($1,000). THIS SECTION 7.2 DOES NOT APPLY TO, AND SHOPDOT’S LIABILITY IS NOT LIMITED IN RESPECT OF, ANY COMMISSION PAYOUT OR PAYMENT EARNED BY AND PAYABLE TO SELLING PARTNER UNDER THIS AGREEMENT, INCLUDING ANY REFERRAL COMMISSION EARNED UNDER SCHEDULE A, WHICH SELLING PARTNER MAY RECOVER AS A DEBT. IN NO EVENT WILL SHOPDOT’S PROVIDERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

7.3 Basis of the Bargain

The parties agree that the limitations of liability set forth in this Section 7 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

8. Confidentiality

8.1 Confidential Information

“Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, and all enhancements and improvements thereto, will be considered Confidential Information of ShopDot.

8.2 Protection of Confidential Information

The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Selling Partner) or to those employees who have a need to know (with respect to ShopDot), in each case who have confidentiality obligations no less restrictive than those set forth herein and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.

8.3 Exceptions

The confidentiality obligations set forth in Section 8.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

9. Term and Termination

9.1 Term

This Agreement will begin on the date Selling Partner accepts it (in accordance with the preamble) and continue in full force and effect, until terminated in accordance with the Agreement (the “Term”).

9.2 Termination for Breach

Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than five (5) days after receipt of written notice of such breach.

9.3 Termination for Convenience

Either party may terminate this Agreement for convenience upon ten (10) days prior written notice to the other party.

9.4 Effect of Termination

Upon termination of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate and Selling Partner and its Authorized Users must cease all use of the Services; (b) promptly after the effective date of termination or expiration, each party will comply with its obligations to return or destroy all Confidential Information of the other party; and (c) any amounts owed to ShopDot under this Agreement will become immediately due and payable. Sections 1, 3.2, 3.3, 4, 5.1, 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 6, 7, 8, 9.4, 10 and the CCPA Addendum, and Schedule A, will survive expiration or termination of this Agreement for any reason.

Subject to Section 5.11, ShopDot will pay to Selling Partner, in the ordinary course under Section 4.1, the Commission Payout less Fees, and any Referral Commission earned under Schedule A, on each Order placed before the effective date of termination, including any such Order that ships after that date. This obligation is unaffected by the termination of any licence under subsection (a) and applies however this Agreement is terminated. Nothing in this paragraph limits Section 4.2, and ShopDot may withhold or set off against amounts payable under this paragraph any amount Selling Partner owes ShopDot, including any clawback or deferred balance.

Termination does not affect any Order placed before the effective date. ShopDot will continue to administer returns, exchanges, refunds, and chargebacks on those Orders in accordance with the return terms applicable to the Merchandise, and Section 4.2 continues to apply to Selling Partner in respect of those Orders, including any clawback, until the later of the expiry of the applicable return window and thirty (30) days after the effective date of termination.

Notwithstanding subsection (a), and solely for the purpose of the export described in this paragraph, for thirty (30) days after the effective date of termination ShopDot will make Selling Partner’s Account available on a read-only basis so that Selling Partner may export its storefront product list, referral records, and payout history. Where Selling Partner is a Sub-Selling Partner and holds no Account, ShopDot will provide the equivalent information by statement under Section 5.11(g). Read-only access is not available where ShopDot terminates under Section 9.2, or where ShopDot has suspended the Account for suspected fraud or a violation of the Acceptable Use Policy (Section 5.7).

10. Miscellaneous

10.1 Governing Law and Venue

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Selling Partner hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for Wilmington, Delaware for any lawsuit filed there against Selling Partner by ShopDot arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

10.2 Dispute Resolution; Mediation; Arbitration

In the event of any dispute hereunder, prior to taking any formal action, the parties shall engage in informal, good faith discussions to resolve such dispute. Either party may propose mediation administered by JAMS, or its successor, on an expedited basis and conducted remotely; mediation is voluntary, is not a condition to arbitration, and neither party is required to participate in it before commencing arbitration. Where both parties agree to mediate, they will share equally in the costs of the mediator and related JAMS administrative costs.

If the dispute is not resolved informally, either party may submit it to final and binding arbitration administered by JAMS, or its successor, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. The arbitration will be decided by one (1) neutral arbitrator. Unless the parties agree otherwise, the arbitration will be conducted remotely or, at Selling Partner’s election, in person in the county where Selling Partner’s principal place of business is located. Where the total amount in controversy is less than ten thousand U.S. dollars (USD $10,000), ShopDot will pay the arbitrator’s fees and the JAMS administrative costs; in every other case the parties will share those costs equally. Each party will bear its own attorneys’ fees and costs. The arbitrator shall apply Delaware law without reference to conflicts of laws principles. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought.

Either party may seek equitable relief in the state and federal courts for Wilmington, Delaware prior to or during the arbitration to preserve the status quo, and either party may file a motion in those courts to compel the other party to participate in the arbitration; the prevailing party on such a motion shall be awarded its costs and expenses, including reasonable attorneys’ fees in connection with such motion.

The parties expressly acknowledge that by entering into this Agreement, they each are waiving their respective rights to have any dispute between the parties hereto adjudicated by a court or by a jury.

10.3 Severability

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

10.4 Waiver

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

10.5 No Assignment

Selling Partner may not assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of ShopDot, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. ShopDot may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of Selling Partner. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.

10.6 Compliance with Law

Selling Partner will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services.

10.7 Force Majeure

Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

10.8 Independent Contractors

Selling Partner’s relationship to ShopDot is that of an independent contractor, and neither party is an agent or partner of the other. Selling Partner will not have, and will not represent to any third party that it has, any authority to act on behalf of ShopDot.

10.9 Notices

All notices required or permitted under this agreement must be delivered in writing, if to ShopDot, by emailing support@shopdotapp.com, and if to Selling Partner, by emailing the Selling Partner Point of Contact email address last made available by Selling Partner on its Account, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed in the Order Form or, where there is no Order Form, at the business address last made available by Selling Partner on its Account, by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service; and provided further that where no such address is available, delivery of the email notice alone constitutes effective notice. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party. In the event that the email address provided on Selling Partner’s Account is not valid, or for any reason is not capable of delivering to Selling Partner any notices required or permitted by this Agreement, ShopDot’s dispatch of the email containing such notice will nonetheless constitute effective notice.

10.10 Precedence

To the extent that a conflict arises between the terms and conditions of an Order Form, Addendum, or Schedule signed by both parties (each, a “Signed Instrument”) and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the Signed Instrument expressly states that it supersedes specific language in the Agreement. Where two Signed Instruments each expressly supersede the same language, the later-dated instrument governs.

10.11 Changes to this Agreement

(a) How ShopDot makes changes. ShopDot may modify this Agreement. When it does, ShopDot will publish the updated Agreement on its website, update the Last Updated date above, and keep prior versions available at the dated archive addresses linked from that page. The version of this Agreement in effect when an Order is placed governs that Order.

(b) Material Adverse Changes. A “Material Adverse Change” means a change that, taken as a whole, is materially adverse to Selling Partner and relates to: the Fees or the basis on which they are calculated; the timing or method of Payments; Selling Partner’s rights or obligations in respect of Customer Data or Selling Partner Data; the limitations of liability or the indemnities; the rights of either party to terminate or suspend; or dispute resolution. ShopDot will give Selling Partner not less than thirty (30) days’ prior notice of a Material Adverse Change, and the change takes effect on the date stated in the notice, which will not be earlier than thirty (30) days after notice is given. At any time before that date, Selling Partner may terminate this Agreement on written notice, without penalty and without any convenience-termination notice period otherwise applicable, including under Section 9.3 or under any Signed Instrument, and will be paid all amounts earned before termination in accordance with Section 9.4.

(c) All other changes. Any other change — including a clarification, the correction of an error, a change that is neutral or beneficial to Selling Partner, and the addition of an optional feature or program — takes effect when ShopDot publishes the updated Agreement.

(d) Changes required by law. Where a change is required by applicable law, by a regulator, or by a payment network or the Third-Party Payment Processor, the change takes effect on the date required, and ShopDot will give notice as soon as reasonably practicable.

(e) How notice is given. Notice under this Section is given by posting it in Selling Partner’s Account and is effective on the date it is posted. ShopDot will also send the notice to the email address last made available by Selling Partner on its Account. Notice under this Section is a transactional communication about this Agreement and is not affected by any marketing preference Selling Partner has set.

(f) Acceptance. Continued use of the Services after a change takes effect constitutes acceptance of the updated Agreement. Where a change materially alters the commercial basis of the relationship, ShopDot may require Selling Partner to accept the updated Agreement in a specified manner before further use of the Services. Where Selling Partner does not agree to a change, Selling Partner may terminate under Section 9.3 or, in the case of a Material Adverse Change, under subsection (b).

(g) Policies published in the Portal. Where this Agreement incorporates a schedule, rate, or policy that ShopDot publishes in the Selling Partner Portal, ShopDot may update it in accordance with the notice provision that applies to that item. A change to a published fee is governed by Section 4.4.

10.12 Entire Agreement

This Agreement, together with any applicable Signed Instrument, is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters.

CCPA ADDENDUM

This Addendum forms part of the Agreement and is numbered separately from it. A reference in this Addendum to a Section lettered A, B or C is to this Addendum; a reference to a numbered Section is to the body of the Agreement.

A. Definitions

• "CCPA" means the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, as set forth in California Civil Code § 1798.100 et seq. and all other applicable laws or regulations relating to the Processing of Personal Information that may exist in the relevant jurisdiction.
• "Business," “Business Purpose,” “Consumer,” “Person,” “Personal Information,” “Sell,” “Share,” “Service Provider,” and “Third Party” have the meanings set forth in the CCPA.
• All other defined terms have the meanings set forth in the Agreement.

B. Terms

B.1 Roles of the Parties

ShopDot is a Business with respect to the Personal Information of Consumers that it collects as seller and merchant of record in connection with an Order. ShopDot determines the purposes and means of Processing that Personal Information and is responsible for responding to Consumer requests relating to it.

Where ShopDot makes Customer Data available to Selling Partner under Section 5.14 of the Agreement for the service purposes described in Section 5.14(a), Selling Partner Processes that Personal Information as a Service Provider to ShopDot. In that capacity Selling Partner will not Sell or Share it, will not retain, use, or disclose it for any purpose other than the purposes Section 5.14(a) permits, will not use it for its own commercial purposes, and will not combine it with Personal Information received from any other source except as the CCPA permits a Service Provider to do.

Where a Consumer has given the consent contemplated by Section 5.14(b) of the Agreement, ShopDot’s disclosure of that Consumer’s Personal Information to Selling Partner for marketing is made at the Consumer’s direction. Selling Partner acts as a Business in its own right in respect of that use and is responsible for its own compliance with the CCPA, including honoring any opt-out, correction, or deletion request it receives.

Personal Information that Selling Partner collects independently of the Services is outside this Addendum, and Selling Partner acts as a Business in its own right in respect of it.

The parties will comply at all times with the applicable provisions of the CCPA in respect of the collection, transmission, and Processing of all Personal Information exchanged or shared pursuant to the Agreement.

B.2 Subject-Matter of the Processing

The subject-matter of the Processing of Personal Information covered by this Addendum is the Services provided under the Agreement and the Orders placed through Selling Partner’s Store.

B.3 ShopDot’s Undertakings

In respect of Personal Information Processed in the course of providing the Services, ShopDot:

(a) will Process Personal Information in accordance with the Agreement, ShopDot’s published Privacy Policy, and the CCPA;

(b) may engage subcontractors to provide limited services on its behalf, provided that any such subcontractor is permitted to Process Personal Information only to deliver the Services and has entered into a written agreement with ShopDot requiring it to abide by terms substantially similar to this Addendum. ShopDot remains responsible for its subcontractors’ compliance with this Addendum; and

(c) will respond to requests from Consumers under the CCPA relating to Personal Information ShopDot collects as merchant of record, and will reasonably assist Selling Partner with any such request Selling Partner receives that relates to that Personal Information.

B.4 Selling Partner’s Undertakings

In respect of Personal Information ShopDot makes available to Selling Partner, Selling Partner will: (a) Process it only as Section 5.14 of the Agreement and Section B.1 permit; (b) implement and maintain reasonable security procedures and practices appropriate to the nature of the Personal Information; (c) notify ShopDot promptly if Selling Partner determines it can no longer meet its obligations under the CCPA or this Addendum; and (d) on ShopDot’s reasonable request, make available information reasonably necessary to demonstrate compliance with this Addendum.

C. Miscellaneous

C.1 Except as expressly provided in this Addendum, the parties intend no amendment or modification of the Agreement or of any other addendum or supplement signed by the parties.

C.2 Any notice to be provided under this Addendum to Selling Partner will be sent to the email address associated with Selling Partner’s Account.

C.3 This Addendum supplements the terms of the Agreement. To the extent that a conflict arises between this Addendum and the Agreement regarding the Processing of Consumers’ Personal Information, the terms of this Addendum will govern; provided, that Section 5.14 of the Agreement governs Selling Partner’s access to and use of Customer Data, and nothing in this Addendum alters ShopDot’s role as seller and merchant of record for every purchase made through the Services.

C.4 If any provision of this Addendum is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Addendum will remain in full force and effect.

C.5 No waiver under this Addendum will be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought. Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay or forbearance by either party in exercising any right hereunder will not be deemed a waiver of that right.

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Schedule A — Referral Program (Optional)

This Schedule applies to a Selling Partner that uses its Referral Link. Participation is optional. Capitalized terms used but not defined in this Schedule have the meanings given in the Agreement.

1. Overview. The Referral Program is available to every Selling Partner. ShopDot makes a unique referral link (the “Referral Link”) available in each Selling Partner’s Account. A Selling Partner participates by using its Referral Link to refer other prospective Selling Partners (a Selling Partner that does so, a “Referring Selling Partner”); no separate enrollment or opt-in is required, and using the Referral Link is voluntary. A Referring Selling Partner may earn a Referral Commission on the transactions the referred Selling Partners generate, as set out in this Schedule. Participation does not make the Referring Selling Partner a reseller, agent, or representative of ShopDot.

2. Eligibility. To use the Referral Link and earn Referral Commission, the Selling Partner must (a) maintain an active Selling Partner Account in good standing under the Agreement; (b) be at least eighteen (18) years old; and (c) not be subject to any order of the U.S. Federal Trade Commission (the “FTC”) relating to endorsements, testimonials, or advertising. ShopDot may suspend or disqualify a Selling Partner from the Referral Program in its reasonable discretion, including where the Selling Partner’s website or social media accounts promote discrimination, violence, hate, illegal activity, or sexually explicit material, are used to harass or defame, or infringe the rights of others.

3. Referral Link. The Referral Link is used to track referrals and accrue Referral Commission. Professionals who register through the Referral Link become independent Selling Partners subject to this Agreement, and each builds and operates its own Store. The Referring Selling Partner has no authority to modify this Agreement or to make any representation or commitment on ShopDot’s behalf or on behalf of any referred Selling Partner. The Referring Selling Partner may share the Referral Link in Posts (defined below) on its own websites and social media accounts, subject to Section 4 of this Schedule.

4. Posting and Disclosure Requirements. “Posts” means content, on the Referring Selling Partner’s own website or social media accounts, that shares the Referral Link or promotes the Referral Program. The Referring Selling Partner will ensure that all Posts: (a) comply with the FTC Guides Concerning the Use of Endorsements and Testimonials and ShopDot’s Acceptable Use Policy (Section 5.7); (b) clearly and conspicuously disclose the Referring Selling Partner’s material connection to ShopDot, in close proximity to the relevant content and not buried in a link or string of hashtags; (c) reflect the Referring Selling Partner’s honest and accurate statements about ShopDot; and (d) comply with all applicable laws. The Referring Selling Partner will not create fake followers or engagement, send communications in violation of the CAN-SPAM Act or any privacy or data-protection law, promote to children under thirteen (13), or make representations on ShopDot’s behalf beyond ShopDot’s published materials. The Referring Selling Partner is solely responsible for its Posts and will indemnify ShopDot in accordance with Section 5.12 of the Agreement.

5. Referral Commission. ShopDot will pay the Referring Selling Partner a referral commission (the “Referral Commission”) equal to the Referral Program Rate multiplied by the Commission Payout on each completed, non-refunded transaction generated by a referred Selling Partner. The “Referral Program Rate” is the referral commission percentage then published by ShopDot in the Selling Partner Portal. Referral Commission is paid out of the Fees (as defined in Section 4.4) that ShopDot collects on the transaction; it does not reduce the Commission Payout or the amount the referred Selling Partner receives. ShopDot may change the Referral Program Rate from time to time by posting the updated rate in the Selling Partner Portal and providing at least thirty (30) days’ notice; any change applies on a going-forward basis only. The Referral Program Rate applicable to each referred Selling Partner is the rate in effect at the start of that referred Selling Partner’s Commission Period, and a later change does not reduce the Referral Commission payable for a Commission Period already running. ShopDot will not owe a Referral Commission on the transactions of any professional who (i) held a ShopDot account before using the Referral Link, or (ii) ShopDot reasonably believes is engaged in fraudulent, deceptive, or unlawful activity or is in breach of this Agreement.

Referral Commission is earned only for referring a person or entity that becomes a Selling Partner. It is not earned for referring a client, patient, or customer, and no Referral Commission is payable in connection with any client, patient, or customer referral. Referral Commission is paid out of the Fees and is not a division or sharing of any fee for professional services.

6. Commission Period. For each referred Selling Partner, the Referral Commission period begins on the date of that Selling Partner’s first completed order — not the sign-up date — and continues for twelve (12) consecutive months (the “Commission Period”). Each referred Selling Partner has an independent Commission Period. On expiration of a Commission Period, ShopDot’s obligation to pay Referral Commission on that Selling Partner’s transactions ends automatically. The Referral Program does not auto-renew per referred Selling Partner, and ShopDot has no obligation to offer renewal. ShopDot does not guarantee any minimum Referral Commission.

7. Payment. ShopDot pays Referral Commission through its Third-Party Payment Processor at least monthly in arrears, and in any event by the tenth (10th) day of the month following the month in which it was earned, and may pay more frequently. ShopDot will provide a statement of Referral Commission earned and the corresponding referred Selling Partners. If a transaction that generated Referral Commission is later refunded, charged back, or reversed, ShopDot will deduct the corresponding amount from future Referral Commission. If future Referral Commission is insufficient, the outstanding amount carries forward as a deferred balance. ShopDot recovers amounts owed by deduction from future Referral Commission, then by charge to the Billing Method, and only where the Referring Selling Partner has not provided a valid Billing Method or a charge is declined, by direct invoice, payable within thirty (30) days with interest accruing at one and one-half percent (1.5%) per month (or the maximum legal rate, if less) from the due date, and thereafter by debit of the Payment Account — in each case on the basis and subject to the limits set out in Section 4.2.

8. Remedies for Non-Compliance. If the Referring Selling Partner or any Post fails to comply with this Schedule, ShopDot may, alone or in combination: require the Post to be corrected or removed; disable the Referral Link; withhold Referral Commission attributable to the non-compliant Post or transaction, with written justification given at the time, released on resolution, and for no longer than thirty (30) days; suspend the Selling Partner’s participation in the Referral Program; or treat the failure as a breach of the Agreement subject to Section 9.2.

9. Relationship to the Agreement. This Schedule is part of the Agreement and is governed by it, including the confidentiality (Section 8), disclaimer (Section 6), limitation of liability (Section 7), term and termination (Section 9), governing law (Section 10.1), dispute resolution (Section 10.2), and notices (Section 10.9) provisions, which are not restated here. Participation in the Referral Program ends automatically on termination of the Agreement. If this Schedule conflicts with the body of the Agreement, the body governs except as to the specific Referral Program terms stated in this Schedule. ShopDot and a Selling Partner may agree to non-standard referral terms in an Order Form, which supersedes this Schedule for that Selling Partner to the extent stated.

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Schedule B — Branded Merchandise (Optional)

This Schedule applies to a Selling Partner that enables Branded Merchandise in the Selling Partner Portal. Use is optional. Capitalized terms used but not defined in this Schedule have the meanings given in the Agreement.

1. Overview. Branded Merchandise is available to every Selling Partner. A Selling Partner enables it in the Selling Partner Portal, selects base products ShopDot makes available for the purpose, applies its Partner Content, and publishes the resulting items to its Store. This Schedule applies from the time the Selling Partner enables Branded Merchandise, and no separate agreement or acceptance is required. Enabling Branded Merchandise does not change the Selling Partner’s role under this Agreement: the Selling Partner does not take title to any item, is not the seller, and does not manufacture, fulfill or ship anything.

2. ShopDot as seller. ShopDot purchases each item of Branded Merchandise from the Producer and resells it to the Customer as merchant of record, on the same basis as all other Merchandise. Sections 4.1 (Payments and Settlements), 4.2 (Chargebacks, Disputes, and Holds), 4.4 (Fees) and 4.5 (Taxes) apply without modification. The Producer is not a Supplier, and Section 4.7 (Working with Suppliers) does not apply to the Producer.

3. Pricing and earnings. ShopDot sets the Resale Price of each item of Branded Merchandise in its sole discretion and may change it at any time. Selling Partner does not set, and has no right to set or vary, the Resale Price. Before an item is published, ShopDot shows Selling Partner in the Selling Partner Portal what it will earn on that item. The Commission Payout and the Fees apply as they do to all other Merchandise.

4. Partner Content. Partner Content is Selling Partner Data, and Sections 5.2 (Selling Partner Data Warranty), 5.7 (Acceptable Use Policy) and 5.12 (Selling Partner Indemnification) apply to it in full. Without limiting those Sections, Selling Partner represents and warrants that it owns or holds all rights necessary to use, and to permit ShopDot and the Producer to reproduce, print and apply, all Partner Content it submits, and that the Partner Content does not infringe, misappropriate or otherwise violate any third party’s Intellectual Property Rights or rights of publicity. Where Partner Content is generated in whole or in part by artificial intelligence tools, it must still comply with this paragraph and with all applicable intellectual property laws, and Selling Partner will not represent such Partner Content as original human-authored work where that representation would infringe a third party’s rights or violate applicable law.

5. License. Selling Partner grants ShopDot a non-exclusive, worldwide, royalty-free license, for the Term and sublicensable to the Producer, to use, reproduce, print, apply, display and distribute Partner Content solely to produce, fulfill, list and market Selling Partner’s Branded Merchandise. Selling Partner retains all right, title and interest in its Partner Content. This license ends when the Agreement terminates, except to the extent required to complete Orders already submitted.

6. Review and removal. ShopDot may reject, refuse to fulfill, remove, or cancel any item of Branded Merchandise or any Partner Content at any time where ShopDot or the Producer reasonably determines that it violates this Schedule, the Agreement, the Producer’s content policies, or applicable law, or where a third party has submitted a valid intellectual property complaint. ShopDot will tell Selling Partner when it does so and why. Section 5.5 (No Obligation to Pre-Screen Content) applies to Partner Content, and nothing in this paragraph obliges ShopDot to review Partner Content before it is published.

7. Final sale. Branded Merchandise is made to order and is final sale: a Customer may not return it because the Customer has changed their mind. ShopDot discloses this on the product page and again at checkout, before the Customer pays, in accordance with ShopDot’s published shipping and returns policy. Final sale does not affect a Customer’s remedy where an item arrives damaged, defective, misprinted, or not as ordered, and does not limit any right a Customer has under applicable law.

8. Producer fault. Where a refund, return, replacement or chargeback on an item of Branded Merchandise arises from the Producer’s defect, misprint, or failure to fulfill, that circumstance is treated as Supplier fulfillment failure or Supplier product defect for the purposes of the dispute right in Section 4.2, and Selling Partner may dispute the resulting clawback on that basis. Nothing in this paragraph makes the Producer a Supplier for any other purpose.

9. Relationship to the Agreement. This Schedule is part of the Agreement and is governed by it, including the confidentiality (Section 8), disclaimer (Section 6), limitation of liability (Section 7), term and termination (Section 9), governing law (Section 10.1), dispute resolution (Section 10.2), and notices (Section 10.9) provisions, which are not restated here. Use of Branded Merchandise ends automatically on termination of the Agreement. If this Schedule conflicts with the body of the Agreement, the body governs except as to the specific Branded Merchandise terms stated in this Schedule. ShopDot and a Selling Partner may agree to non-standard Branded Merchandise terms in an Order Form, which supersedes this Schedule for that Selling Partner to the extent stated.