By clicking on “I agree” (or a similar box or button) when you sign up for a Partner Account, using the Partner Platform or participating in any Partner Program activities, you agree to be bound by the applicable sections of the following Partner Program Agreement (the “Agreement”). The Agreement is between you, as Partner (as defined below in Section A.1.), shoppaas Inc. (“shoppaas Inc.”) and shoppaas Hongkong Limited (“shoppaas Asia”) and together with shoppaas Inc, “shoppaas” and are each together a “shoppaas Entity”). Each of Partner and shoppaas a “Party”, and together the “Parties”. You can review the current version of the Agreement at any time at shoppaas Partner Terms. shoppaas reserves the right to update and change the Agreement by posting updates and changes here: shoppaas Partner Terms. If a significant change is made, we will provide reasonable notice by email, posting a notice in the Partner Dashboard. You are advised to check the Agreement from time to time for any updates or changes that may impact you. Any reference to the Agreement includes any and all terms and documents incorporated by reference.
This Agreement addresses different types of Partner activities. Part A applies to all Partners. Part B applies to Referral Partners. Part C applies to Developers. Part D applies to Solution Partners. If you do not participate in partner activities described in Parts B, C or D, then these Parts of the Agreement do not apply to you.
You must read, agree with and accept all of the terms and conditions contained in this Agreement, including shoppaas’s Privacy Policy and shoppaas’s Acceptable Use Policy, before you may become a Partner. For the avoidance of doubt, shoppaas’s Privacy Policy and shoppaas’s Acceptable Use Policy form part of this Agreement and are incorporated by reference. For the purposes of the Partner Program and this Agreement, all references to “Account” and “Services” in shoppaas’ Acceptable Use Policy will be deemed to refer to “Partner Account” and “Services or Partner’s participation in the Partner Program”, respectively. Some types of shoppaas Partner Program activities may require that you agree to additional terms (“Additional Terms”). Such Additional Terms are incorporated into this Agreement by reference. In the event of a conflict or inconsistency between this Agreement and the Additional Terms, the Additional Terms will govern, to the extent of such conflict or inconsistency.
Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:
“Application” or “App” is defined in the shoppaas API Terms.
“Associated Developer” means any individual or entity (i) that, directly or indirectly, Controls an App Developer, is Controlled by an App Developer, or is under another individual’s or entity’s common Control with an App Developer (where "Control" means owning 50% or more of the voting rights or ownership interests in the entity); or (ii) is otherwise designated as an Associated Developer of an App Developer through certain other criteria prescribed by shoppaas, at its sole discretion, from time to time.
“Associated Developer Account” means (i) all Partner Accounts that an App Developer has registered for via the shoppaas Developer program page; and (ii) any Partner Account that an Associated Developer of an App Developer has registered for via the shoppaas Developer program page.
"Associated Theme Developer" means any individual or entity (i) that, directly or indirectly, Controls a Theme Developer, is Controlled by a Theme Developer, or is under another individual’s or entity’s common Control with a Theme Developer (where “Control” means owning 50% or more of the voting rights or ownership interests in the entity); or (ii) is otherwise designated as an Associated Developer of a Theme Developer through certain other criteria prescribed by shoppaas, at its sole discretion, from time to time.
“Associated Theme Developer Account” means (i) all Partner Accounts that a Theme Developer has registered for via the shoppaas Developer program page; and (ii) any Partner Account that an Associated Theme Developer of a Theme Developer has registered for via the shoppaas Developer program page.
“Customer” means any individual that visits or transacts via the Merchant Store.
“Customer Data” means information (including personal information) relating to a Customer, including, but not limited to, order information, payment information, and account information.
“Development Store” means a store created in the Partner Dashboard that is used by a Partner for (a) testing purposes, or (b) for the development and transfer of a Merchant Store to a Merchant.
“Merchant” means an individual or business that uses the Service to sell products or services.
“Merchant Agreement” means the agreement entered into between a Partner and the Merchant governing the Merchant’s use of the Partner’s services, including, if applicable, the installation and use of an Application.
“Merchant Data” means information (including personal information) relating to a Merchant, including but not limited to business, financial and product information and any Customer Data. Where Partner uses the shoppaas API, Merchant Data may be delivered in the form of an API response.
“Merchant Store” means the Merchant’s online store hosted by shoppaas. For clarity, a Merchant may have more than one Merchant Store.
“Partner” or “You” means an individual or entity that has agreed to the terms of this Agreement and participates in the shoppaas Partner Program. The different types of Partners are listed below:
1. A “Referral Partner” is a Partner who has registered for a Partner Account via the shoppaas partner program page and who promotes the service by:
2. A “Developer” is a Partner who has registered for a Partner Account via the shoppaas developer program page and develops Applications or Themes to integrate with the Service or places Ads in the shoppaas App Store. The different types of Developers are listed below:
3. A “Solution Partner” is an approved Partner who has registered for a Partner Account via the shoppaas partner program page and who can offer and deliver services to Merchants.
“Partner Account” means a shoppaas Partner Program account.
“Partner Dashboard” means the internal administrative page available at: partners.shoppaas.com that allows Partners to manage their Partner Account.
“Partner Manager” means the shoppaas employee designated by shoppaas from time to time as the Partner’s primary shoppaas contact.
“Payment Period” has the meaning as set out in Section 3.2.
“Partner Program” means the resources made available by shoppaas to Partners. For the avoidance of doubt, the Partner Program includes Referral Partner Program, to the extent that Partner is invited to participate in those programs.
“Partner Marketing Collaboration Agreement” means an agreement entered by a Partner and shoppaas sets out marketing activities and related rights and obligations.
“Partner Revenue Share Agreement” means an agreement entered by a Partner and shoppaas that sets out revenue generating activities and payout conditions.
“Public Application” is defined in the shoppaas API Terms.
“Referred Merchant” means any unique Merchant that: (a) has registered for a paid shoppaas account; and (b) was introduced by a Referral Partner that actively promoted the Service.
“Revenue Generating Activity” means a revenue generating activity carried out by Partner, as determined by shoppaas, stipulated in Partner Revenue Share Agreement. For more information regarding Revenue Generating Activities, please refer to: help center - shoppaas partner earnings.
“Service” means the shoppaas hosted commerce platform available via www.shoppaas.com and any associated websites, products or services offered by shoppaas.
“shoppaas API” is defined in the shoppaas API Terms. “shoppaas API Terms” means the shoppaas API License and Terms of Use available at shoppaas API terms.
“shoppaas App Store” is where Merchants can view and install Apps on their Merchant Store, and is available upon login of merchant’s account .
“shoppaas Billing API” means the application programming interface that allows Developers to create and issue charges to Merchants as well as remit payment to shoppaas. For the avoidance of doubt, the shoppaas Billing API is deemed to be part of the shoppaas API, as defined in the shoppaas API Terms.
“shoppaas Creative” means any marketing or promotional materials relating to shoppaas or shoppaas brands, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the shoppaas Trademarks.
“shoppaas Related Entity/ies” means any entity that directly or indirectly controls, is controlled by, or is under common control with, shoppaas; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.
“shoppaas Trademarks” means the trademarks, logos, service marks and trade names of shoppaas Inc. and any shoppaas Related Entities, whether registered or unregistered, including but not limited to the word mark shoppaas and shoppaas logo design.
“Taxes” means all taxes, federal, provincial, state, local or other governmental sales, value added, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future.
“Theme” means the templates for website layout and design that Merchants may install, use and customize for their Merchant Store.
“Websites” means any websites that are owned, operated or managed by a Partner and that relate to Partner’s activities pursuant to this Agreement.
2.1.1 Partner will bear all costs and expenses related to activities stipulated in the Partner Marketing Collaboration Agreement, Partner’s marketing or promotion of shoppaas or any shoppaas Related Entity, and, as applicable, Partner’s Applications, Themes, Websites, or Partner’s other products or services associated with Partner’s participation in the Partner Program (collectively, “Partner Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by shoppaas in its sole discretion.
2.1.2 In no event will Partner engage in any Partner Marketing Activities except as expressly set forth in this Agreement. In the event that Partner has a list of emails where the individuals on the list have expressly elected to receive emails from Partner (“Opt-in List”), Partner may make a written request to shoppaas to send emails regarding the offering of shoppaas and shoppaas Related Entities to the individuals on the Opt-in List (and shoppaas may, in its sole discretion, allow Partner to send such emails). In conducting all Partner Marketing Activities, Partner will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”. Unless Partner has secured the applicable Merchant’s consent first, Partner will not email any Merchant whose email address they have received via shoppaas.
2.1.3 Without limiting the generality of Section 2.1.2, Partner will (i) not send any email regarding shoppaas or shoppaas Related Entities to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and “unsubscribe” information in any email regarding shoppaas, shoppaas Related Entities, the Service or the shoppaas platform; and (iii) not imply that such emails are being sent on behalf of shoppaas or shoppaas Related Entities.
2.1.4 A Partner will not (i) engage in any including but not limited to online and offline methods such as fax, broadcast, telemarketing, SMS/text message email communications, social media or video platforms with respect to shoppaas or shoppaas Related Entities; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to shoppaas or shoppaas Related Entities; (iii) make any false, misleading or disparaging representations or statements with respect to shoppaas or shoppaas Related Entities; (iv) solicit Merchants to leave the shoppaas Service; (v) copy, resemble or mirror the look and feel of shoppaas’s websites, shoppaas Trademarks or Services or otherwise misrepresent Partner’s affiliation with shoppaas or shoppaas Related Entities; or (vi) engage in any other practices which may adversely affect the credibility or reputation of shoppaas or shoppaas Related Entities, including but not limited to, sending email communications or using any Website in any manner, or having any content on any Website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to shoppaas or the Partner’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party; or (d) violates the Acceptable Use Policy .
In addition to, and without limiting the provisions of this Agreement, Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations, including obtaining any licenses required in order for Partner to operate and to offer the products or services associated with Partner’s participation in the Partner Program.
Partner represents and warrants that none of the Partner, its subsidiaries, or any director or officer thereof, is, or is owned or controlled by individuals or entities that are: (i) the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Asset Control or the U.S. State Department, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject of comprehensive territorial Sanctions.
Partner will promptly inform shoppaas of any information known to Partner that could reasonably lead to a claim, demand or liability of or against shoppaas or the shoppaas Related Entities by any third party.
If Partner is acting as an agent on behalf of a Merchant, then Partner will disclose to the Merchant any Fees that Partner is entitled to receive from shoppaas in accordance with this Agreement that are associated with such Merchant.
2.5.1 If the Partner is an individual, you must be the older of (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from where you carry out Partner activities.
2.5.2 You confirm that you are becoming a Partner for the purposes of carrying on a business activity and not for any personal, household or family purpose.
2.5.3 To become a Partner, Partner must create a Partner Account by providing all information indicated as required. shoppaas may reject an application for a Partner Account for any reason, in its sole discretion. Partner acknowledges that shoppaas will use the email address provided by Partner as the primary method for communication. Partner is responsible for keeping its Partner Account password secure. shoppaas cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Partner Account and password.
2.5.4 If you sign up for a Partner Account on behalf of your employer, your employer will be deemed to be the Partner for the purpose of this Agreement, and you represent and warrant that you have the authority to bind your employer to this Agreement. Each Partner is responsible for: (a) ensuring that its employees, agents and subcontractors comply with this Agreement and (b) any breach of this Agreement by Partner’s employees, agents or subcontractors.
2.5.5 Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.
2.5.6 Partner acknowledges and agrees that shoppaas may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement on shoppaas’s website, available at shoppaas partner terms and such amendments to the Agreement are effective as of the date of posting. If a significant change is made, shoppaas will provide reasonable notice by email, posting a notice on the shoppaas Partner Blog or in the Partner Dashboard. Partner’s continued participation in the shoppaas Partner Program after the amended Partner Program Agreement is posted to shoppaas’s website constitutes Partner’s agreement to, and acceptance of, the amended Agreement. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the shoppaas Partner Program.
2.5.7 Partner acknowledges and agrees that Partner’s participation in the shoppaas Partner Program, including information transmitted to or stored by shoppaas, is governed by the shoppaas Privacy Policy.
2.5.8 Partner acknowledges and agrees that Partner may only access Merchant Stores by using any of the permitted tools listed at help center - working on clients store .
Subject to: (i) Partner’s compliance with this Agreement, and (ii) the revenue sharing plan associated with a Partner’s activities pursuant to the Partner Program, Partner will be entitled to receive certain fees from shoppaas (the “Fees”). The revenue sharing plans applicable to the different types of Referral Partners are set out in Part B. The revenue sharing plans applicable to the different types of Developers are set out in Part C. The revenue share plan applicable to Solution Partners are set out in Part D.
3.2.1 Fees due to Partner (including Reference Plan, Theme Plan and App Plan) will be calculated by shoppaas in accordance with Partner Revenue Share Agreement and upon receipt of payment from the Merchant, for each month that the Referred Merchant Store is active, provided that Partner has qualified from Revenue Generating Activity in the immediately preceding 12-month period.
3.2.2 Payout terms of the Fess are governed by the Partner Revenue Share Agreement that is entered separately between a Partner and shoppaas. Fees due to the Partner will be calculated by shoppaas upon receipt of the payment from the Merchant.
3.2.3 Partners are responsible for all applicable Taxes that arise from or as a result of any activities under this Agreement or with respect to Partners dealings with a Merchant. If Taxes are not collected by shoppaas in respect of a Partner transaction with a Merchant facilitated by shoppaas, Partner is responsible for determining if Taxes are payable on such transaction, and if so, self-remitting Taxes to the appropriate tax authorities.
3.2.4 Invoice terms governed by Partner Revenue Share Agreement that is entered separately between Partner and shoppaas. A payout statement is generated when a payout is processed.
3.3.1 All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld by shoppaas during the period of investigation. shoppaas may also withhold payment if Partner fails to provide shoppaas with information that is required to make payment.
3.3.2 Notwithstanding anything to the contrary in this Agreement, shoppaas will not be responsible to pay any Fees:
3.3.3 If any Fees paid by shoppaas are subsequently discovered to be subject to one or more of the exclusions set out in Section 3.3.2, or to have been paid in error, shoppaas will have the right, at its sole discretion, to: (a) reclaim any Fees paid to Partner in error; or (b) set off the amounts described in Section 3.3 from payments due to Partner in future Payment Periods. If the Agreement is terminated before such amounts are fully repaid by Partner to shoppaas, Partner will pay to shoppaas the remaining balance within thirty (30) days of the effective date of termination of the Agreement.
3.3.4 shoppaas reserves the right to modify the Fees or the payment terms at any time upon reasonable advance notice to Partner. Such notice will be provided by email, posting a notice on the shoppaas blog or in the Partner Dashboard. In the event of any disputes over Fees, shoppaas’s determination will be final and binding.
4.1.1 Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.
4.1.2 Fraudulent or other unacceptable behaviour by Partner, including breach of the Acceptable Use Policy , as determined by shoppaas in its sole discretion, may result in one or more of the following actions being taken by shoppaas: (a) termination of Partner’s affiliation with Merchants within the Partner Account; (b) suspension of some or all Partner privileges under the Partner Program; and (c) termination of the Partner Account entirely without notice to, or recourse for, Partner.
4.1.3 shoppaas reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees, at any time. If a significant change is made to the Partner Program Agreement, including any material change to Fees, shoppaas will provide reasonable notice by email, posting a notice on the shoppaas blog or in the Partner Dashboard.
4.2.1 Upon termination of this Agreement: (a) each Party will return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all shoppaas Creative and all Confidential Information (as defined below)); (b) Partner will immediately cease displaying any shoppaas Creative or any shoppaas Trademarks on any Website or otherwise; and (c) all rights granted to Partner under this Agreement will immediately cease, including but not limited to the right of Partner to access the Partner Account and Partner Dashboard, shoppaas API, or to receive any payments of Fees under this Agreement, unless otherwise determined by shoppaas in its sole discretion.
4.2.2 This Section 4.2 and the following Sections will survive any termination or expiration of this Agreement:
In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.
5.1.1 All shoppaas Creative will be solely created and provided by shoppaas unless otherwise agreed to by shoppaas in writing in advance. shoppaas will provide Partner with copies of or access to shoppaas Creative. The shoppaas Creative may also be accessible from the shoppaas brand guidelines (“shoppaas Trademark Usage Guidelines”) . By using the shoppaas Creative, you indicate your acceptance of our shoppaas Trademark Usage Guidelines, and you understand that a violation of these guidelines or this Agreement will result in the termination of your license or permission to use the shoppaas Creative. The shoppaas Creative is provided “as is” and without warranty of any kind.
5.1.2 Partner may display shoppaas Creative on the Websites solely for the purpose of marketing and promoting the Service and any shoppaas brands permitted by shoppaas and by shoppaas Related Entities during the term of this Agreement, or until such time as shoppaas may, upon reasonable prior notice, instruct Partner to cease displaying the shoppaas Creative. Partner may not alter, amend, adapt or translate the shoppaas Creative without shoppaas’s prior written consent. Nothing contained in any shoppaas Creative will in any way be deemed a representation or warranty of shoppaas or of any of shoppaas Related Entity. The shoppaas Creative will at all times be the sole and exclusive property of shoppaas and no rights of ownership will at any time vest with Partner even in such instances where Partner has been authorized by shoppaas to make changes or modifications to the shoppaas Creative.
During the term of this Agreement, shoppaas hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the shoppaas Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner acknowledges and agrees that: (a) it will use shoppaas’s Trademarks only as permitted under this Agreement; (b) it will use the shoppaas Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by shoppaas in writing from time to time, including but not limited to the shoppaas Trademark Usage Guidelines; (c) the shoppaas Trademarks are and will remain the sole property of shoppaas; (d) nothing in this Agreement will confer in Partner any right of ownership in the shoppaas Trademarks and all use thereof by Partner will inure to the benefit of shoppaas; (e) Partner will not, now or in the future, apply for or contest the validity of any shoppaas Trademarks; and (f) Partner will not, now or in the future, apply for or use any term or mark confusingly similar to any shoppaas Trademarks.
Notwithstanding Section 5.2, Partners will not:
5.3.1 use the shoppaas Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services (including without limitation, in the name or design of any Application or Theme), unless granted express written permission by shoppaas in advance of each use; or
5.3.2 purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses or domain names that use the shoppaas Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the shoppaas Trademarks.
As between Partner and shoppaas, the shoppaas Creative, shoppaas Trademarks, all demographic and other information relating to Merchants including Referred Merchants, prospective Partners and Partners, the Services, the shoppaas API, Merchant Data, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of shoppaas or shoppaas Related Entities or otherwise related to the Service, shoppaas Partner Program, shoppaas or shoppaas Related Entities, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “shoppaas Property”) will be and remain the sole and exclusive property of shoppaas. To the extent, if any, that ownership of any shoppaas Property does not automatically vest in shoppaas by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to shoppaas, upon the creation thereof, all rights, title and interest Partner may have in and to such shoppaas Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.
Partner grants to shoppaas a worldwide, non-exclusive, royalty-free, transferable and sub-licensable right and licence to use and display in any manner the Partner's trademarks, service marks, logos, trade names, copyrighted content, graphic files, images and other intellectual property, in connection with and for the purpose of performing its obligations and exercising its rights under this Agreement. In addition, at shoppaas's discretion, shoppaas may use any such intellectual property for the purposes of promoting or marketing Partner, Partner's products or services, or as otherwise agreed to with Partner.
6.1 “Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between shoppaas and Partner, Merchant Data and Customer Data is the Confidential Information of shoppaas.
6.2 Each Party agrees to use the other Party’s/ies’ Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 6. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the other Party’s/ies’ Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.
The shoppaas Partner Program, the Service, the shoppaas Trademarks, the shoppaas Creative, Ads (including delivery and related reporting) and the shoppaas API (including without limitation all SDK and the shoppaas Billing API) are provided “as-is”. shoppaas makes no warranties under this Agreement, and shoppaas expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, shoppaas further disclaims all representations and warranties, express or implied, that the Service, the shoppaas API, the shoppaas Trademarks, the shoppaas Creative, or the shoppaas API (including without limitation all SDK and the shoppaas Billing API) satisfy all of Partner’s or Merchant’s requirements and or will be uninterrupted, error-free or free from harmful components.
shoppaas, and the shoppaas Related Entities, will have no liability with respect to the shoppaas Partner Program, the Service, the shoppaas API, the shoppaas Trademarks, the shoppaas Creative or shoppaas’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Service, the shoppaas API, the shoppaas Trademarks, the shoppaas Creative, or Partner’s participation or inability to participate in the shoppaas Partner Program, even if shoppaas has been advised of the possibility of such damages. In any event, shoppaas’s, and the shoppaas Related Entities’, liability to Partner under this Agreement for any reason will be limited to the Fees paid to Partner by shoppaas during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The relationship between a Merchant and a Partner is strictly between the Merchant and the Partner, and neither shoppaas or the shoppaas Related Entities are obligated to intervene in any dispute arising between the Merchant and the Partner. Under no circumstances will shoppaas, or the shoppaas Related Entities, be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Partner’s relationship with any Merchant. These limitations will apply even if shoppaas or the shoppaas Related Entities have been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.
Partner agrees to indemnify, defend and hold harmless shoppaas and any shoppaas Related Entities and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to shoppaas and shoppaas Related Entities granted by Partner to any Merchant, prospective Partner or other third party; (d) Partner’s use of the shoppaas API, (including without limitation all SDK and the shoppaas Billing API); (e) Partner’s breach of any term of this Agreement (including any documents it incorporates by reference) or a Merchant Agreement; (f) any third party claim that Partner’s products or services, including without limitation any Application, Theme infringes the intellectual property or other rights of a third party; (g) Partner Taxes, including any audits or penalties related thereto; (h) the performance, non-performance or improper performance of the Partner’s products or services, including without limitation, any Application or Theme; (i) Partner’s relationship with any Merchant; and (j) any breach of applicable law by the Partner.
In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.
In the event of any breach or threatened breach by Partner of any provision of Sections 2, 3.2.4, 5 or 6 above, in addition to all other rights and remedies available to shoppaas under this Agreement and under applicable law, shoppaas will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and Partner’s access to the Partner Program, (c) receive a prompt refund of all amounts paid to Partner under this Agreement, and (d) be indemnified for any losses, damages or liability incurred by shoppaas in connection with such violation, in accordance with the provisions of this Section 8.
If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated under this Agreement or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, act of God or any cause beyond the reasonable control of that Party, the Party will be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything in this Agreement to the contrary, the Party prevented from performing under this Agreement by a force majeure event will nevertheless use its best efforts to recommence its performance under this Agreement as soon as reasonably practicable and to mitigate any damages resulting from its non-performance under this Agreement.
The Parties to this Agreement are independent contractors. Except with respect to the collection and transfer of payments, credits or refunds between Merchants and Partner, or as otherwise expressly stated in this Agreement, neither shoppaas or any shoppaas Related Entity is an agent, representative or related entity of the Partner. Neither shoppaas nor the Partner will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party, except where the Partner expressly authorizes shoppaas to act on its behalf in this Agreement. For the avoidance of doubt, Partner expressly authorizes shoppaas to act on its behalf for the purposes of collecting and remitting payment, credits or refunds between Merchant and Partner. This Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.
Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Partner’s email address listed in the Partner Account, and to legal@shoppaas.com; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid. Notice will be sent to the Partner at the address provided in the Partner Account, and to shoppaas at 15 Allstate, 6th floor, Toronto, Ontario, L3R 5B4 Attention: Legal Department.
The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.
This Agreement, including any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither shoppaas nor the Partner will be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.
This Agreement may be available in languages other than English. To the extent of any inconsistencies or conflicts between this English Agreement and the Agreements available in another language, the most current English version of the Agreement will prevail.
All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. shoppaas will be permitted to assign this agreement without notice to or consent from the Partner. Partner will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without shoppaas’s prior written consent, to be given or withheld in shoppaas’s sole discretion. Transfer can include acquisition, merger, change of control, or other forms of transfer. To submit a request for shoppaas’s consent to assignment or transfer, contact shoppaas Partner Support.
This Agreement will be governed by and interpreted in accordance with the laws of Hong Kong SAR, China, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.
The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Hong Kong SAR, China with respect to any dispute or claim arising out of or in connection with this Agreement.
Partner and its affiliates covenant not to assert patent infringement claims against shoppaas, shoppaas Related Entities, or shoppaas products and services including the shoppaas API.
shoppaas is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, including without limitation any Application or Theme, regardless of their similarity to Partner’s products or services, provided that shoppaas does not use Partner’s Confidential Information in so doing.
If Partner provides any feedback (including identifying potential errors and improvements) to shoppaas concerning the Partner Program, the shoppaas API, the shoppaas Creative or any aspects of the Service (“Feedback”), Partner hereby assigns to shoppaas all right, title, and interest in and to the Feedback, and shoppaas is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Partner Program, shoppaas API, the shoppaas Creative or the Service and to create other products and services. shoppaas will treat any Feedback as non-confidential and non-proprietary. Partner will not submit any Feedback that it considers confidential or proprietary.
From time to time, shoppaas may, in its sole discretion, invite Partner to use, on a trial basis, potential new services or features that are in development and not yet available to all Partners or Merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which shoppaas will provide to Partner prior to Partner’s use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of shoppaas and subject to the confidentiality provisions of this Agreement. shoppaas makes no representations or warranties that the Beta Services will function. shoppaas may discontinue the Beta Services at any time in its sole discretion. shoppaas will have no liability for any harm or damage arising out of or in connection with a Beta Service.
Partner may work with service providers as necessary to facilitate Partner’s performance under this Agreement. Partner acknowledges and agrees that Partner is responsible for all of its service providers’ acts or omissions in relation to Partner’s performance of the Agreement, and any act or omission by Partner’s service provider amounting to a breach of this Agreement will be deemed to be a breach by Partner.
9.14.1 Partner’s networks, operating system and software of its web servers, routers, databases, and computer systems (collectively, “Partner System”) must be properly configured to Internet industry standards so as to securely operate Partner’s Website, Applications and Themes, as applicable. If Partner does not completely control some aspect of the Partner System, Partner will use all influence that Partner has over the Partner System to do so. Partner must diligently correct any security deficiency and disconnect immediately any known or suspected intrusions or intruder.
9.14.2 In addition, if Partner has access to Merchant Data, Partner: (i) will only use or store such information for the purpose of providing the Partner’s services to the Merchant to whom the Merchant Data relates, and will not share, sell, disclose or otherwise provide such information to any third party, except as provided for in this Agreement; (ii) will not communicate with Customers directly or indirectly, provided however that Partner may contact Customers if the information is obtained from another source, such as from the Customers themselves; (iii) will only store such information for as long as reasonably necessary to provide the Partner’s services to the Merchant to whom the Merchant Data relates; (iv) will use industry standard measures to protect against unauthorized access to, disclosure or use of such information; (v) will comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information in Partner’s provision of the Partner’s services; and (vi) will notify shoppaas of any actual or suspected breach or compromise of Merchant Data (a “Data Breach”) immediately upon, but no later than twenty-four (24) hours of becoming aware of such occurrence, by reporting an issue to shoppaas Partner Support via email at privacy@shoppaas.com. Upon learning of the Data Breach, at its own cost, Partner will: (A) promptly remedy the Data Breach to prevent any further loss of Merchant Data; (B) investigate the incident; (C) take reasonable actions to mitigate any future anticipated harm to shoppaas, the shoppaas Related Entities, Merchants or Customers; and (D) regularly communicate the progress of its investigation to shoppaas and cooperate to provide shoppaas with any additional requested information in a timely manner.
If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.
9.16.1 Where Apps, Themes, Solutions are purchased by Merchants in the Asian Pacific region, shoppaas Asia will act as agent to shoppaas Inc. to effectuate that sale under this Agreement. In all other respects, shoppaas Inc. will perform this Agreement on its own behalf and as agent for shoppaas Asia. The liability of each shoppaas Entity will be several for the purposes of this Agreement.
9.16.2 shoppaas Inc. is a corporation formed under the laws of Canada, with offices located at 15 Allstate, 6th floor, Toronto, Ontario, L3R 5B4.
9.16.3 shoppaas Asia is a corporation formed under the laws of Hong Kong SAR, China, with its offices located at 1903, 19/f Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.
This Part B contains terms applicable to Referral Partners generally.
1.1 The Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of the Partner Program with shoppaas, Partner receives compensation for the Referred Merchant referrals made to shoppaas. This may establish a “material connection” according to FTC rules, which creates an obligation for Partner to provide disclosure to consumers.
1.2 Full compliance with these guidelines requires, among other things, that (a) Partner clearly and conspicuously disclose that Partner is being compensated for referring Referred Merchants to shoppaas, and (b) Partner not engage in misleading or deceptive advertising. For further information Partner should refer to the statement released by the FTC regarding these guidelines.
2.1 The “Reference Plan” (“Revenue Share Agreement)” is a revenue sharing agreement signed separately between a Partner and shoppaas. Under the Revenue Share Agreement, a Partner is entitled to a percentage of certain revenue received from such Referred Merchant, to be determined by shoppaas in its sole discretion, with shoppaas being entitled to the remaining percentage. In order to continue receiving revenue share for the Merchants referred under the Partner Revenue Share Agreement, Partner must be qualified under Revenue Generating Activity in each consecutive 12-month period.
2.2 The Revenue Share Agreement stipulates terms and conditions related to revenue share percentages applicable to Partners, amounts eligible to be included in the Partner’s revenue share, and Revenue Generating Activities. shoppaas reserves the right to revise the revenue share applicable to the Reference Plan, and any ongoing obligations to receive revenue share (including required Revenue Generating Activities) from time to time, at its sole discretion, upon reasonable prior notice to Partner. Such notice will be provided by email, posting a notice on the shoppaas blog, or in the Partner Dashboard. See Partner earnings for more details.
2.3 shoppaas reserves the right to (i) demand and receive information from Referral Partners about any Referred Merchant, including but not limited to information with respect to traffic sources and methods used to acquire the Referred Merchant, and (ii) assess the legitimacy and qualification of such Referred Merchant for the purposes of determining whether a Fee is payable for such Referred Merchant. shoppaas will not be responsible to pay any Fees for a Referred Merchant owned in whole or in part by a Referral Partner or Referral Partner’s employer (whether full-time, part-time, term or any other employment type relationship).
Referral Partners will use their best efforts to (i) promote and market shoppaas, (ii) identify for shoppaas prospective Referred Merchants, and (iii) fulfill Partner Marketing Activities.
4.1. A Partner will not:
4.1.1. promote or advertise shoppaas or shoppaas Related Entities on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code;
4.1.2. use its Affiliate Link directly in any pay-per-click advertising;
4.1.3. purchase search engine or other pay-per-click keywords (such as Google Ads), trademarks or domain names that use the shoppaas Trademarks or the names or trademarks of any shoppaas Related Entities or any variations or misspellings thereof that may be deceptively or confusingly similar to the shoppaas Trademarks or the names or trademarks of any shoppaas Related Entity;
4.1.4. create or participate in any third party networks or sub-affiliate networks without the express written permission of shoppaas;
4.1.5. use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links;
4.1.6. use direct linking to any page on any shoppaas website, without prior written permission from shoppaas; or
4.1.7. mask its referral sites or use deceptive redirecting links.
4.2. A Referred Merchant cannot be a store opened or owned by a Partner and for which that Partner seeks compensation pursuant to this Agreement. A Partner will be deemed to have introduced only those Referred Merchants that: (a) access shoppaas from that Partner’s Affiliate Link assigned by shoppaas; or (b) are added through a Development Store within the Partner’s shoppaas Partner Dashboard.
4.3. Applications and Themes are non-transferrable, non-assignable and non-sublicensable, unless otherwise stated in the applicable Developer’s terms of use. Service Provider are not permitted to copy, duplicate, transfer or sell a purchased Application or Theme used for one Merchant’s store to any other Merchant’s store on shoppaas or elsewhere.
During the development of a Merchant Store by the Service Provider on behalf of a Merchant, the Service Provider may designate the store as a Development Store. A Development Store is not publicly visible and is not subject to monthly subscription fees. A Development Store cannot be used to process orders on behalf of the Partner or the Merchant; provided, however, that Development Stores may be used to process test orders. A Development Store is deemed to become a Merchant Store upon the earlier of: (a) the payment of monthly subscription fees for the store by either the Service Provider or Merchant; and (b) the transfer by the Service Provider of ownership of the Development Store to the Merchant,at which time the Service Provider or the Merchant’s use of the Merchant Store will be subject to the shoppaas Terms of Service.
The services provided by a Service Provider to a Merchant are the responsibility of the Service Provider and not of shoppaas. It is the Service Provider’s responsibility to ensure that there is a Merchant Agreement in place between the Service Provider and Merchant for the services to be provided by the Service Provider to the Merchant, and that the Merchant Agreement includes appropriate remedies in the event of non-payment by Merchant for services rendered by the Service Provider, provided that any such remedy that includes the withholding of the transfer of ownership of the Development Store or Merchant Store to the Merchant will be enforced by shoppaas at its sole discretion. In the event of a dispute between the Service Provider and the Merchant, shoppaas is not obligated to intervene in any such dispute. Under no circumstances will shoppaas be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the transfer of ownership of the Development Store or Merchant Store to the Merchant by shoppaas, or the Service Provider’s relationship with any Merchant. These limitations will apply even if shoppaas has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.
This Part C contains terms applicable to Developers generally. Section C.1 contains additional terms applicable to Theme Developers. Section C.2 contains additional terms applicable to App Developers. C.3 contains additional terms applicable to Payment Gateway Developers. C.4 contains additional terms applicable to Payment Developers.
Access to and use of the shoppaas API is governed by the shoppaas API Terms.
Without limiting the restrictions outlined elsewhere in this Agreement or in the shoppaas API Terms , Developers will not:
2.1. Solicit or permit reviews that are fake, inaccurate, irrelevant, misleading, being used improperly for commercial gain, posted in exchange for a financial or other gain, posted multiple times (whether from the same or more than one account), misleading as to the reviewer's identity or their connection to the Application or Theme being reviewed, or reviews that contain or link to prohibited or illegal content. Reviews on the shoppaas App Store are meant to be unbiased, useful and trustworthy. shoppaas reserves the right to take any action it deems necessary in respect of a Partner engaged in any of this behaviour, including the right (but not the obligation) to remove or edit reviews;
2.2. Include code in any Application which performs any operations not related to the services provided by the Application, whether or not Developer has obtained Merchant consent to do so, and whether or not the Application obtains consent from the end user to do so. For the avoidance of doubt, this prohibited activity includes embedding or incorporating code into any Application which utilizes the resources (including CPU resources) of another computer, including for the purposes of cryptocurrency mining; using code that is intended to misrepresent website content to falsify SEO metrics; and injecting obfuscated code into a Theme;
2.3. Develop or distribute the Application or Theme in any way in furtherance of criminal, fraudulent, or other unlawful activity, or otherwise violate the shoppaas Acceptable Use Policy; or
2.4. Create multiple Applications that offer substantially the same services.
2.5. Replace or change credit card input fields or any other similar component or field within the shoppaas Checkout, without shoppaas's prior written consent.
Developers may use the shoppaas Trademarks licensed in Section 5.2 for the sole purpose of notifying Merchants that the Application or Theme is compatible with the Service.
Unless otherwise agreed to by shoppaas in writing, if a Developer will create and issue charges to Merchants relating to the Merchants’ use or installation of the Developer’s Application, whether in the form of monthly subscription fees, cost-per-acquisition, cost-per-click, percentage commission or otherwise, Developer must use the shoppaas Billing API. The shoppaas Billing API includes software to help Developers manage billing charges to Merchants for use of Developer’s Applications. It is the Developer’s responsibility to: (i) obtain Merchant consent to create and issue such charges and (ii) bill the Merchant in compliance with the Merchant Agreement, applicable legal requirements and card network payment rules.
1.1. Theme Developers are permitted to develop Themes for Merchants. Select Themes (as defined in Section 2 below) developed for shoppaas Merchants, may be made accessible to shoppaas Merchants. The Theme Developer selects the purchase price for the Theme, provided that the price is within shoppaas’s current Theme pricing guidelines. All Themes are subject to approval and acceptance by shoppaas and shoppaas retains the right to remove a Select Theme at any time and for any reason.
1.2. Theme Developers must follow all shoppaas guidelines set out at theme document with respect to their Theme.
1.3. Each Theme Developer represents and warrants that it has obtained all necessary right, title and interest in and to the images, fonts, designs, plugins, templates, software or other assets. Theme Developer further represents and warrants that no part of the Theme will violate or infringe upon any copyright or any other rights whatsoever of any third party.
The “Theme Plan” is a revenue sharing plan which allocates revenue between shoppaas and a Theme Developer whose Theme has been selected (each such Theme, a “Select Theme”). The Terms and Conditions of Theme Plan are governed by the Revenue Share Agreement entered separately between a Theme Developer and shoppaas.
Notwithstanding Section 5.3 of Part A, Theme Developers may use the shoppaas Trademarks and may refer to shoppaas and the Service in the promotion of their Select Theme for the sole purpose of notifying Merchants that the Select Theme is compatible with the Service.
1.1 All Applications may only be installed or otherwise initiated directly on or through the Service.
1.2. All Applications must comply with all laws applicable to it, are subject to approval and acceptance by shoppaas, and shoppaas retains the right to take any action it deems necessary, such as remove any Application from the shoppaas App Store, at any time for any reason.
1.3. App Developers must follow all shoppaas guidelines set out here App API document with respect to their App.
1.4. App Developer represents and warrants that the U.S. export control classification number of each of their Apps is “EAR99”, unless App Developer has provided a different U.S. export control classification number to shoppaas in respect of the applicable App.
1.5. App Developers that are no longer able to offer, maintain or support a Public Application, must provide proper notice to Merchants and follow the proper guidelines to sunset the Public Application, as set out here: API App support document.
The “App Plan” is a revenue sharing plan that allocates revenue between shoppaas and an App Developer for a Public Application. The Terms and Conditions of App Plan are governed by the Revenue Share Agreement entered separately between an App Developer and shoppaas.
Notwithstanding Section 5.3 of Part A, App Developers may use the shoppaas Trademarks and may refer to shoppaas and the Service in the promotion of their App for the sole purpose of notifying Merchants that the App is compatible with the Service.
4.1. All App Developers that create and issue charges to Merchants for the Merchant’s use of the Developer’s Application must use the Shoppaas Billing API unless otherwise agreed to by shoppaas in writing. App Developers that shoppaas has exempted from using the shoppaas Billing API will, within 30 days following the end of each quarter, submit to shoppaas via email at partners@shoppaas.com a report indicating total revenue for the previous quarter.
4.2. shoppaas will have the right to appoint an independent auditor approved by App Developer, such approval not to be unreasonably withheld or delayed, under appropriate non-disclosure conditions, to audit App Developer’s records to confirm App Developers’ compliance with this Agreement. If such audit reveals non-compliance by App Developer with the terms and conditions of this Agreement the independent auditor appointed by shoppaas will provide shoppaas and App Developer with a report (along with supporting documentation) indicating the amount by which App Developer has overstated or understated the payments due by App Developer and any other failures by App Developer to fulfill its obligations under the Agreement. Prompt adjustment will be made by the proper Party to compensate for any overpayments or underpayments disclosed by any such audit. shoppaas will bear all of the costs of any such audit, unless such audit reveals underpayment by, or overpayment to, App Developer by more than five percent (5%) for the audited period, in which case, App Developer will reimburse shoppaas for all of the reasonable costs of such audit. In addition to the foregoing audit rights, shoppaas will also have the right to use the capabilities of the Service to confirm the revenue associated with Apps offered by the App Developer.
1.1. Designation. From time to time shoppaas may allow payment providers to become a Payments Developer and permit them to develop a Payments Application, which include but are not limited to a link where Merchants can submit their account application. A payment provider can apply to become a Payments Developer through the Payment Support.
1.2. Approval. All Payments Applications are subject to shoppaas's review and approval to ensure compliance with our guidelines, API documentation, and other standards that we deem necessary to protect the integrity of shoppaas’s payments ecosystem. shoppaas has the sole discretion of the approval or denial of any Payments Application.
1.3. Revenue Share. As part of the Payments Application approval process, all Payments Developers must enter a Revenue Share agreement.
1.4. Invoicing. shoppaas will invoice Payments Developers by the tenth (10) business day following the end of the previous quarter. Payment will be made by Payments Developer to shoppaas within thirty (30) days following the date of invoice.
2.1. If a Payments Application meets the criteria set out in the shoppaas Payment API guidelines for public listing by shoppaas, the Payments Developer may apply to shoppaas for a public listing. shoppaas will review such Payments Applications and depending on a number of factors determined and assessed by shoppaas in its sole discretion, including transaction volume and Payments Application adoption rates, shoppaas may approve the Payments Application and make the Payments Application available to Merchants via Merchants admin.
2.2. If a Payments Application is not approved for public listing , the Payments Developer may permit Merchants to install the Payments Application, by providing Merchants with a shareable installation link.
3.1. Use of our API. Payments Developers must only use the Payments Apps APIs as specified in the shoppaas Payment API guidelines and may not use any other shoppaas APIs unless granted permission from shoppaas. Payments Developer acknowledges that shoppaas will update the Payments Apps APIs at its discretion. It is the Payments Developer’s responsibility to install any updated version of the API as set forth in the shoppaas Payment API guidelines.
3.2. Compliance with shoppaas API Terms. Payments Developers must comply with the shoppaas API Terms. For the avoidance of doubt, Payments Applications that (a) are available in shoppaas’s payments ecosystem, and (b) do not bypass any component of shoppaas Checkout other than the collection of payment details and payments processing, do not violate Section 2.3.18 of the shoppaas API Terms.
3.3. Minimum Support Commitment. Payments Application must provide industry standard service levels to merchants. The Payments Application must at a minimum be operational and available on a twenty-four hour, seven days a week (24x7) basis at least 99.95% of the time in any measurement period. Payments Applications must provide servicing support to all Merchants and are required to provide shoppaas with an email address which can be used by Merchants to contact the Payments Application directly for support. In the event of outages or issues, payment developers must respond within 2 hours.
3.4. Adhere to the Payments Platform Developer Guidelines. We maintain a list of requirements under shoppaas Payment API guidelines and best practices that Payments Developers must follow. Every Payments Developer must adhere to these guidelines and every Payments Application must meet the technical and other specifications that it describes.
3.5. Sync Data to shoppaas. All payments and order data received from transactions processed on the Payments Application must be automatically synced to shoppaas as specified in the shoppaas Payment API guidelines.
3.6. New Payments Application Feature Approval. Any updates or changes to an existing Payments Application, including the addition of new product features or new payment methods, must be submitted for review and approval through Payment Support.
3.7. Merchant Flexibility. Payments Applications must allow for shoppaas Merchants to terminate their agreement with the payment provider within 7 days’ notice, without any penalty, fine, or other consequence.
3.8. Settlements. Unless otherwise agreed, all Payments Applications must settle transactions for the Merchants within a maximum of 5 days.
4.1. Maintain a Risk & Fraud Program. Payments Applications are responsible for monitoring and managing risk and fraud, including but not limited to underwriting Merchants. If Payments Application is being used by what shoppaas deems as an unreasonably high percentage of Merchants who are engaging in fraudulent or high risk behaviour, as determined in shoppaas’s sole discretion, Payments Application agrees to collaborate with shoppaas to implement and develop preventive measures to mitigate such risk. If Payments Application fails to collaborate with shoppaas, or fails to take additional steps to reduce risk and fraud in a manner that we deem appropriate, we may take governance action against the Payments Application.
4.2. Requests for and Sharing of Information. You agree to share certain information about you and your Payments Application with shoppaas. This includes you sharing information: (i) about transactions for regulatory or compliance purposes or as may be otherwise requested from time to time; (ii) that shoppaas deems necessary, in our sole discretion, for the management and maintenance of shoppaas’s ecosystem; (iii) that shoppaas deems necessary, in our sole discretion, to conduct our risk management process.
4.3. Compliance with Applicable Laws, Regulations & Standards. Payments Developer must comply with any terms, guidelines or approval processes required pursuant to any card network rules, and applicable laws or regulations. Payments Developer represents, warrants, and covenants that, where applicable, it will at all times be certified as compliant with all provisions of the Payment Card Industry Data Security Standard (“PCI-DSS”) or any successor standards or requirements applicable to its performance as a Payments Developer under this Agreement. Payments Developer will, upon shoppaas’s reasonable request, deliver reasonable evidence to shoppaas of Payments Developer’s compliance with PCI-DSS.
A Payments Developer and Payments Application will not engage in the activities listed below.
5.1. Fees. Refer to any fee, expense or other cost as a shoppaas fee on its invoices to Merchants, or offer any low promotional or introductory rate without express written disclosure of the offer terms, including, but not limited to, the offer period and the increased Merchant rate following the expiration of the promotional or introductory offer.
5.2. Share access. Redistribute, share, sell or generate revenue from sharing access with other developers to Payments Platform, without shoppaas’s approval. The access provided to the Payments Apps APIs is to be used only by the Payments Developer to which access was granted.
5.3. Manipulate performance. Create fake or fraudulent Merchants, orders or sales in order to portray a higher volume of traffic.
5.4. Use of vaulted or store credit cards. Store payment credentials for any use other than for the transaction that the credentials were provided and for the transaction and services that shoppaas has approved the Payments Application to conduct.
5.5. Privacy & Data Usage. Use Merchant data in any way that is not explicitly and accurately disclosed to the Merchant. shoppaas may request and Payments Developer will provide a description of the manner in which Payments Developer collects and uses Merchant data. Payments Developer must provide shoppaas with any changes or updates to how they collect and use data in connection with their Payments Application. Payments Developer acknowledges that shoppaas may share a summary of how data is collected and shared by the Payments Application in our communications with shoppaas Merchants.
shoppaas may at its sole discretion remove your Payments Application from shoppaas, suspend or terminate your access to the Payments Platform and your participation in shoppaas’s payments ecosystem, or take any other action that we deem necessary for the violation of any clause in this Section “Additional Terms Applicable to Payments Developers.” For the avoidance of doubt, this Section does not preclude the termination rights set forth in Section 4 “Termination” of this Agreement.
In addition to the terms applicable to all Referral Partners, as set out in Part B, the following terms apply to shoppaas Solution Partners.
Designation. From time to time shoppaas may designate certain of its Partners as “Solution Partners”, to be enrolled providing services to Merchants. Partners who meet the criteria may apply to become a shoppaas Solution Partners at any time, however the granting of a Solution Partners designation is entirely within shoppaas’s discretion.
2.1. Program. A description of Solution Partners is available here，Solution Partners must follow all shoppaas guidelines set out here, as well as Solutions Partner Guidelines.
2.2. Revenue Sharing Plan. A Revenue Sharing Agreement will be signed separately between a Partner and shoppaas, which stipulates terms and conditions related to the revenue sharing plan.
2.3. Communications. Solution Partners acknowledges and agrees that shoppaas can review all communications exchanged in any reply emails between Solution Partners and Merchant. As a participant in the Solution Partners Program, Solution Partners are contacted by Merchants at the email address provided by Solution Partners to shoppaas.
2.4. Relationship. The services provided by an Solution Partner are the responsibility of the Solution Partner and not of shoppaas. It is the Solution Partner's responsibility to ensure that there is a Merchant Agreement in place between the Solution Partner and Merchant for the services to be provided by the Solution Partner to the Merchant, and that the Merchant Agreement includes appropriate remedies in the event of non-payment by Merchant for services rendered by the Solution Partner, provided that any such remedy that includes the withholding of the transfer of ownership of the Development Store or Merchant Store to the Merchant will be enforced by shoppaas at its sole discretion.
2.5. Taxes. Solution Partner is responsible for all applicable Taxes that arise from or as a result of: (a) payment of fees from Merchant to Solution Partner; and (b) the Solution Partner Revenue Share payable to shoppaas. Taxes collected on your Solution Partner Revenue Share by shoppaas are based on Solution Partner's location. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such certificate. If you are not charged taxes by shoppaas, you are responsible for determining if taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
2.6. Audits. shoppaas will have the right to appoint an independent auditor, under appropriate non-disclosure conditions, to audit Solution Partner’s records to confirm Solution Partner’s compliance with this Agreement. If such audit reveals non-compliance by Solution Partner with the terms and conditions of this Agreement the independent auditor appointed by shoppaas will provide shoppaas and Solution Partner with a report (along with supporting documentation) indicating the amount by which Solution Partner has overstated or understated the payments due by Solution Partner to shoppaas and any other failures by Solution Partner to fulfill its obligations under the Agreement. Prompt adjustment will be made by the proper Party to compensate for any overpayments or underpayments disclosed by any such audit. shoppaas will bear all of the costs of any such audit, unless such audit reveals underpayment by, or overpayment to, Solution Partner by more than five percent (5%) for the audited period, in which case, Solution Partner will reimburse shoppaas for all of the reasonable costs of such audit. In addition to the foregoing audit rights, shoppaas will also have the right to use the capabilities of the Service to confirm the revenue associated with Job Requests performed by the Solution Partner.
2.7. Reviews. Merchants are able to submit reviews and ratings on their experience with an Solution Partner. An Solution Partner’s rating is calculated based on reviews posted by Merchants. Solution Partners may not solicit or permit reviews that are fake, inaccurate, irrelevant, misleading, being used improperly for commercial gain, posted in exchange for a financial or other gain, posted multiple times (whether from the same or more than one account), misleading as to the reviewer's identity or their connection to the Solution Partner being reviewed, or reviews that contain or link to prohibited or illegal content. Reviews are meant to be unbiased, useful and trustworthy. shoppaas reserves the right to take any action it deems necessary in respect of an Solution Partner engaged in any of this behaviour, including the right (but not the obligation) to remove or edit Merchant reviews.