ShopDot Selling Partner Agreement

Last Updated: August 21, 2026

THIS SELLING PARTNER AGREEMENT (THE “AGREEMENT”) GOVERNS YOUR USE OF THE SHOPDOT, INC. (“SHOPDOT”) SERVICES IDENTIFIED IN THE ORDER FORM THAT REFERENCE THIS AGREEMENT, WHICH ENABLE YOU (A “SELLING PARTNER”) AS AN OPERATOR OF A BRANDED ONLINE (A “STORE”) TO PROVIDE TO THE CUSTOMERS OF SUCH STORE (“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 Solution pursuant to Selling Partner’s rights under this Agreement.
"Brand Catalog" means a Supplier’s catalog of Merchandise to be made available for presentation in a Store and for sale by ShopDot via the ShopDot Solution.
"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 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.
"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 sale to Customers through Selling Partner’s Store via the ShopDot Solution.
"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.
"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.
"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 and Customer uploaded call logs and contact information. Selling Partner Data does not include Customer Data.
"Services" means any services provided by ShopDot to Selling Partner under this Agreement as set forth in an Order Form, including, but not limited to, provision of ShopDot Solution, website, and/or professional services.
"ShopDot Solution" means a ShopDot software-as-a-service application identified in any Order Form that allows Authorized Users to access certain features and functions through a web interface.

2. ShopDot Services

2.1 Generally

The ShopDot Solution 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’ Brand Catalogs through the ShopDot Solution and search for the Merchandise that Selling Partner desires to make available to Customers through Selling Partner’s Store. Following integration with ShopDot, Selling Partner may invite Suppliers to make their Merchandise available through Selling Partner’s Store, and the applicable Supplier must agree before that Merchandise may be posted. 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 and the ShopDot Supplier Agreement. Selling Partner may present the applicable Merchandise in its Store at the retail price ShopDot publishes for that Merchandise through the ShopDot Solution. Commission rates and retail 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 Solution, 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

Subject to Section 5.14, ShopDot will provide marketing services to help Selling Partner promote its Store to its customers through email campaigns and social media posts. ShopDot will use a Third-Party CRM system to maintain and administer these marketing services and will grant Selling Partner access to the CRM. In registering an account on the Third-Party CRM system, Selling Partner agrees to (a) grant ShopDot the ability to administer marketing services on behalf of the Selling Partner; (b) provide true, accurate, current and complete information about each customer; (c) ensure that all customers have opted-in to receiving marketing from the Selling Partner; (d) maintain and promptly update customer contact list information. Selling Partner understands that the marketing services provided by ShopDot do not guarantee sales. ShopDot will share content with the Selling Partner for approval prior to posting or sending content to the Selling Partner’s customer list. Where a recipient is a Customer, the consent described in Section 5.14(b) is the sole basis on which ShopDot will administer marketing communications under this Section, and Section 5.14 governs any use of Customer Data for those communications.

2.4 Support Services

Subject to the terms and conditions of this Agreement and the applicable Order Form, ShopDot will exercise commercially reasonable efforts to (a) provide support for the use of the ShopDot Solution to Selling Partner, and (b) keep the ShopDot Solution 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, including ecommerce stores such as Shopify, to integrate with the ShopDot Solution (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.

2.6 Referral Program (Optional)

The Referral Program is available to every Selling Partner. ShopDot makes a unique referral link available in each Selling Partner’s Account. A Selling Partner participates simply by using its referral link to refer other professionals — no separate enrollment is required. Using the referral link is voluntary, and participation is governed by Schedule A (Referral Program) to this Agreement.

3. ShopDot Services and ShopDot Intellectual Property

3.1 License Grant

Subject to the terms and conditions of this Agreement and the 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 Solution 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 Solution 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 Solution through any unapproved interface; or (i) otherwise use the 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 Solution, 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, on a monthly basis, 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. 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 these Terms and any applicable Order Form.

4.2 Chargebacks, Disputes, and Holds

Selling Partner understands that issues or errors may arise in the coordination between Selling Partner, Suppliers, and Customers of fulfilling, shipping, or maintaining inventory for Merchandise. Selling Partner agrees that ShopDot has no responsibility or liability for such issues and agrees to comply with Sections 5.8, 5.9, and 5.12 below with respect to such coordination. Notwithstanding the foregoing, ShopDot receives and administers all returns, exchanges, refunds, and cancellations as merchant of record, 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. 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. If a deferred balance remains uncollected for more than sixty (60) consecutive days, ShopDot may, upon written notice to Selling Partner, invoice Selling Partner directly for the outstanding balance. Selling Partner shall pay such invoice within thirty (30) days of the invoice date. Interest shall accrue on any unpaid invoice balance at the rate of one and one-half percent (1.5%) per month, or the maximum legal rate if less, calculated from the invoice date. If such invoice remains unpaid after thirty (30) days, ShopDot reserves the right, in addition to any other rights or remedies it may have, to discontinue the ShopDot Solution and suspend all Authorized Users’ and Selling Partner’s access to the Services until such amounts are paid in full. The account designated by Selling Partner to receive Payments under this Agreement is referred to herein as the (“Payment Account”) for receiving Payments under this Agreement. 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 the underlying chargeback was first initiated. 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.
ShopDot reserves the right to place holds on Payments pending settlement to Selling Partner while investigating or resolving chargeback disputes. Holds imposed under this Section may not exceed thirty (30) days without written justification provided to Selling Partner at the time of imposition. In cases involving suspected fraud or applicable regulatory requirements, holds may extend up to ninety (90) days, provided that ShopDot delivers written status updates to Selling Partner every fifteen (15) days during any such extended hold period. Any hold exceeding thirty (30) days for reasons other than suspected fraud or regulatory requirements requires Selling Partner’s prior written consent.

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 4.7 and 9.4, recovery of amounts owed runs solely through the deduction, deferred balance, and invoice 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”). 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. ShopDot may utilize the Third-Party Payment Processor to process Fees. By providing ShopDot with Payment Account information, Selling Partner authorizes ShopDot and the Third-Party Payment Processor to process Fees in accordance with this Section.

Fees shall be automatically deducted by ShopDot from Payments prior to distribution to Selling Partner.
Selling Partner will maintain complete, accurate, and up-to-date 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 Solution. The Fees and Payments 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 will be responsible for payment of all such Taxes and any related penalties and interest arising from payment of the Fees, the provision of the Services, or the license of Services to Selling Partner. Selling Partner will make all payments of Fees to ShopDot free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to ShopDot will be Selling Partner’s sole responsibility, and Selling Partner will provide ShopDot with official receipts issued by the appropriate taxing authority, or such other evidence as ShopDot may reasonably request, to establish that such taxes have 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 Non-Circumvention

Selling Partner acknowledges that ShopDot has invested a significant amount of time, effort and capital in developing its business, including its relationships with various Suppliers. In addition, Selling Partner acknowledges that it is the intent and spirit of this Agreement that all payments related to Merchandise sold via the Selling Partner’s Store be made via the ShopDot Solution. As such, during the term of this Agreement and for a period of six (6) months thereafter, Selling Partner will not, directly or indirectly, for itself or anyone else, solicit, contact or provide competitive services or products to any person or entity who was a Supplier or prospective Supplier, of ShopDot or otherwise interfere with ShopDot’s relationships with such Suppliers, or prospective Suppliers; provided, that, any contact or communication via the ShopDot Solution to fulfill orders through such solution will not be deemed a breach of the foregoing. In the event of any breach of the foregoing, Selling Partner, without limiting ShopDot’s other remedies, will pay to ShopDot liquidated damages in an amount equal to the total amounts paid by ShopDot to Selling Partner during the twelve (12) months prior immediately preceding such breach. The parties agree that the aforesaid remedy is a fair and reasonable determination of the amount of actual damages that would be suffered by ShopDot for a breach of this Section 4.7 at the time this Agreement is entered into, including the relationship of the value of the liquidated damages to the range of harm to the parties. In the event Selling Partner fails to pay ShopDot the liquidated damages due within thirty (30) days of written notice by ShopDot, ShopDot may, at its absolute discretion, exercise the right to deduct the sum due as liquidated damages from any Payments due or to become due under this Agreement or any other contracts between the parties. If the recovery by forfeiture and/or deduction in the manner as provided herein before is not practicable for any reason or if the amount recovered by such means is insufficient to meet the amount due and payable, the full amount of the liquidated damages or the difference thereof shall be treated as a debt due from Selling Partner to ShopDot recoverable in civil action.

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 Solution (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 Solution 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 Solution.

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 Solution. Selling Partner will have the ability to export Selling Partner Data out of ShopDot Solution 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 Solution.

5.7 Acceptable Use Policy

In connection with Selling Partner’s use of the ShopDot Solution, 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

Selling Partner agrees that the applicable Supplier is solely responsible for the fulfillment of all orders of Merchandise placed by Selling Partner and that ShopDot does not assume any responsibility or liability for any failure of such Supplier in filling any orders. In addition, Selling Partner agrees to work in good faith with any applicable Supplier to resolve any disputes or issues related to any orders created through the use of the ShopDot Solution, including, without limitation, issues related to insufficient inventory, quality of Merchandise, and incorrect or delayed shipments, and Selling Partner agrees that ShopDot is not responsible for and will have no liability with respect to any such disputes or issues.

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 sell 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, 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. 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.

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 THE MERCHANDISE OR STORES OF THIRD PARTIES, INCLUDING ANY CLAIMS OF UNAVAILABILITY OF MERCHANDISE, THE CONTENT OF OTHER STORES, OR THE CONTENT OF MERCHANDISE AVAILABLE ON THE SHOPDOT SOLUTION.

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). 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, 5.8, 5.9, 5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 6, 7, 8, 9.4, 10, 11, 12 and 13, 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.

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. If the parties are unable to resolve the dispute, then the parties agree to comply with the following procedures. The dispute shall first be submitted to mediation on an expedited basis in New York County, New York, administered by JAMS, or its successor, in accordance with the JAMS rules and procedures then in effect. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested, with the expectation that the first mediation session shall occur within forty-five (45) days of such written request. The parties will cooperate in selecting an appropriate neutral mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. If the parties are unable to select the mediator within ten (10) business days after receipt of the mediation notice by JAMS, then JAMS shall designate the mediator. The parties will share equally in the costs of the mediator and related JAMS administrative costs, and pay in advance the estimated reasonable fees and costs of the mediation, as may be specified in advance by the mediator. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator, are confidential, privileged and inadmissible for any purpose, including impeachment, in any reference, arbitration, litigation or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may seek equitable relief in the New York Supreme Court prior to the mediation to preserve the status quo pending the completion of that process. If necessary, any party may file a motion in the New York Supreme Court to compel the other party to participate in the mediation and the prevailing party shall be awarded its costs and expenses, including reasonable attorneys’ fees in connection with such motion. If the dispute is not resolved within ten (10) business days after the first mediation session, either party may give written notice to JAMS and the other party that the mediation is terminated and may submit the dispute to final and binding arbitration in New York County, New York, administered by JAMS, or its successor, in accordance with the rules and procedures of JAMS (including JAMS Comprehensive Rules) then in effect. A party may commence the arbitration process called for in this Agreement by filing a written demand for arbitration with JAMS, with a copy to the other party. Any and all disputes that are so submitted to arbitration shall be decided by three (3) neutral and appropriate arbitrators. Each party shall select one (1) arbitrator and those party-selected arbitrators shall jointly select the third arbitrator, who shall act as Chairman of the arbitral tribunal. If the party-selected arbitrators are unable to select the third arbitrator, JAMS shall designate the third arbitrator. The parties will cooperate in selecting such arbitrators and in scheduling the arbitration proceedings. The parties will share equally in the administrative costs and arbitrator’s fees associated with the arbitration; provided, however, that each party will bear its own attorneys’ fees and costs associated with the arbitration. 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. 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 Modifications of this Agreement

ShopDot may modify this Agreement in its sole discretion, at any time. When changes are made, ShopDot will make a new copy of the Agreement available on its website and update the Last Updated date above. ShopDot will also email Selling Partner at the last email address Selling Partner made available to ShopDot on its Account. Unless otherwise specified in ShopDot’s notice, any changes will become effective within thirty (30) days of ShopDot’s provision of notice of such updates. ShopDot may require Selling Partner to provide consent to the updated Agreement in a specified manner before further use of ShopDot Service is permitted. Otherwise, Selling Partner’s continued use of the Services, including any use by its Authorized Users, shall be deemed acceptance of the updated Agreement. If Selling Partner does not agree to be bound by such updated Agreement, Selling Partner must cease all use of the Services and terminate this Agreement.

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

11. Definitions

"CCPA" means the California Consumer Privacy Act of 2018 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,” “Service Provider,” and “Third Party” shall have the meanings set forth in the CCPA.
All other defined terms shall have the meanings set forth in the Agreement.

12. Terms

12.1 The parties agree that Selling Partner is a Business and ShopDot, Inc

(“ShopDot”) is its Service Provider in relation to this Addendum and Personal Information that is Processed in the course of ShopDot’s provision of the Services set forth in the Agreement. The parties agree to comply at all times with the applicable provisions of the CCPA in respect to the collection, transmission, and processing of all Personal Information exchanged or shared pursuant to the Agreement.

12.2 The subject-matter of the Processing of Personal Information covered by this Addendum is the Services provided to Selling Partner by ShopDot as set out in the Agreement.

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

shall Process Personal Information only in accordance with the documented instructions from Selling Partner (as set out in this Addendum or the Agreement or as otherwise notified by Selling Partner to ShopDot from time to time); provided ShopDot may Process Personal Information for Business Purposes under the CCPA or another applicable law or regulation, and in such cases ShopDot will inform Selling Partner of such requirement prior to the Processing unless that law prohibits this on important grounds of public interest;

may hire other companies to provide limited services on its behalf, provided that ShopDot complies with the provisions of this clause. Any such subcontractors will be permitted to Process Personal Information only to deliver the Services. ShopDot remains responsible for its subcontractors’ compliance with the obligations of this Addendum, and ShopDot shall ensure that any subcontractors to whom ShopDot transfers Personal Information will have entered into written agreements with ShopDot requiring that the subcontractor abide by terms substantially similar to this Addendum; and

shall reasonably assist the Selling Partner with its obligation to respond to requests from Consumers under the CCPA (including requests for information relating to the Processing, and requests relating to access, rectification, erasure or portability of the Personal Information) provided that ShopDot reserves the right to reimbursement from Selling Partner for the reasonable cost of any time, expenditures or fees incurred in connection with such assistance.

13. Miscellaneous

13.1 Except as expressly provided in this Addendum, the parties intend no amendment or modification of the Agreement or in such other addendum or supplement which may have been signed by the parties.

13.2 Any notice to be provided under this Addendum to Selling Partner shall be sent via email to the email address associated with Selling Partner’s account.

13.3 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.

13.4 If any provision of this Addendum is held by a court of competent jurisdiction to be contrary to the law, the provision shall 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 shall remain in full force and effect.

13.5 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.

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 professionals (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) be in good standing with the U.S. Federal Trade Commission (the “FTC”). 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 only in Posts (defined below) on websites or social media accounts that ShopDot has approved.

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 Finix Payments, Inc. (or another processor ShopDot designates with notice), monthly in arrears, by the tenth (10th) day of the month following the month in which it was earned, and 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 may invoice the Referring Selling Partner for any deferred balance outstanding for sixty (60) or more consecutive days, 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 invoice date. ShopDot recovers amounts owed only by deduction from future Referral Commission or by direct invoice as described here, and may not charge or debit any Payment Account. Referral Commission is paid without reduction for taxes, which are the Referring Selling Partner’s sole responsibility; ShopDot will file Form 1099-MISC as required by law.

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; 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 and dispute resolution (Section 10), 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.