General Terms - Shoplazza Cooperation Agreement

Last Updated: July 3, 2025

These General Terms, along with the applicable Cooperation Agreement (the “Cooperation Agreement”, collectively, the “Terms”), and the Partner Program Agreement form an agreement between Shoplazza Corp. (together with its affiliates, “Shoplazza”), and Partner, which are specified in the Cooperation Agreement.

1. DEFINITIONS

The following terms shall have the following meanings:

1.1. Customers: means End-users who purchase goods or services from Merchants using Shoplazza’s platform and Partner’s Payment Services

1.2. GMV (Gross Merchandise Volume): means the total transaction amount paid by Customers to Merchants through Partner’s Payment API (including web, mobile interfaces), or website payments standard HTTP form post. For the avoidance of doubt, the transaction amount paid of the transactions involving chargeback shall be included in the calculation of the GMV.

1.3. Integration Services: mean the services provided by Shoplazza for the benefit of Partner under the Cooperation Agreement.

1.4. Leads: means any prospective merchant that the Partner refers to Shoplazza to use the SaaS Services of Shoplazza

1.5. Merchants: mean the individuals or enterprises that use the Payment Services and the SaaS services of Shoplazza, which have entered into a Service Agreement with Partner, whether existing before or arising on or after the execution of the Cooperation Agreement.

1.6. SaaS Agreement: The agreement between Shoplazza and a Merchant governing the Merchant’s use of Shoplazza’s SaaS Services, as set forth in Shoplazza’s Terms of Service [available here: https://www.shoplazza.com/terms] and any additional terms agreed upon.

1.7. Payment API: means the application programming interface provided by Partner to allow and enable the Merchants to access and utilize the Payment Services for the purpose of accepting payments from Customers.

1.8. Referral Platform: means the proprietary online platform or portal designated by Shoplazza for the management and administration of its referral program, through which Partner may track referrals, access Fee Statements, and withdraw earned Referral Fees, subject to the terms of this Agreement and the Referral Platform’s terms of use.

1.9. SaaS Services: means the Shoplazza hosted commerce platform available via www.shoplazza.com and any associated websites, products or services offered by Shoplazza.

1.10. Service Agreement: The agreement between Partner and a Merchant governing the use of Partner’s Payment Services.

2. SCOPE OF COOPERATION

2.1. Payment Service Integration. The Parties agree to cooperate and enable the Partner to provide Payment Services to the Merchants on the terms and conditions set out in the General terms.

2.2. Referral Program. Partner agrees to actively promote Shoplazza’s SaaS services and refer leads to Shoplazza on the terms and conditions set out herein.

3. PAYMENT SERVICE INTEGRATION

3.1. Responsibilities of the Parties

3.1.1. Each Party shall connect its API to the other Party’s API, after which Partner will be placed on payment services providers list available for merchant use on the merchant's website. The Payment Applications are subject to Shoplazza’s review and approval to ensure compliance with the guidelines, API documentation, and other standards that Shoplazza deem necessary to protect the integrity of the SaaS platform

3.1.2. If a Merchant wishes to use Partner’s Payment Services, the Merchant can initiate the onboarding process with Partner. Upon approval by Partner, Merchants will be required to enter into a separate Service Agreement with Partner. Partner has the sole discretion in deciding whether or not to accept a Merchant referred by Shoplazza and enter into a Service Agreement with such merchant.

3.1.3. Shoplazza shall maintain a reliable system and make sure Customers are able to choose the Payment Services to pay for their purchases.

3.1.4. After a Customer’s purchase on a Merchant's website, Shoplazza shall create a transaction order and send the payment request to Partner who shall send the payment request to the back-end payment channel, obtain the payment result and report the payment result to Shoplazza. Shoplazza shall then update the transaction status on the merchant's website. Each Party shall be accountable for any failures in their respective processes.

3.1.5. Each Party shall bear its own costs and expenses for the execution and performance of this Agreement.

3.1.6. Both Parties shall comply with applicable laws, regulations, and industry standards, including PCI DSS, in performing their obligations under this Agreement.

3.1.7. If Partner, in its sole discretion, believes that there is any violation of applicable laws and regulations or suspects that the Payment Services is at risk of misused, cheating, fraudulent transactions, money laundering or other non-compliance with any applicable law, Partner has the right to immediately suspend or terminate relevant payment transactions.

3.1.8. Shoplazza shall not transfer the Payment Services or Payment API to any third party, or use them for purposes other than the cooperation under the Cooperation Agreement. Unless otherwise approved by Partner, Shoplazza shall not permit any other parties other than Merchants to use the Payment Services.

3.2. Integration Fee and Revenue Share

3.2.1. Integration Fees. Partner agrees to pay Shoplazza a one-time integration fee as outlined in the Cooperation Agreement ("Integration Fees"). The Integration Services will not commence until Shoplazza has received the full payment of the Integration Fee as specified in the Cooperation Agreement .

3.2.2. Service Fees. The Parties agree to share the Revenue derived from the Payment Services in accordance with the terms of the Cooperation Agreement. Shoplazza’s allocated portion of such Revenue shall be defined and referred to as the “Service Fees.”

3.2.3. Partner shall provide Shoplazza with a quarterly statement of the Service Fees within three (3) business days following the end of each quarter. Upon the confirmation of the statement, Shoplazza shall issue an invoice to Partner with the amount stated in the statement. Without prejudice to the foregoing, for (i) any errors or inaccuracies in amounts previously confirmed by or paid to Shoplazza under the Cooperation Agreement, or (ii) any losses incurred by Shoplazza due to the acts or omissions of Partner, Shoplazza may issue an invoice to Partner at any time.

4. REFERRAL PROGRAM

4.1. Responsibilities of the Parties

4.1.1. Partner shall use their commercially reasonable efforts to promote Shoplazza’s SaaS services to its customer base and refer Leads to Shoplazza including but not limited to participation in activities such as joint PR announcement, marketing funds, email campaigns, webinars, etc

4.1.2. Shoplazza, in its sole discretion, shall determine whether a lead submitted by Partner qualifies as a valid Referral under this Agreement. Any lead determined as not valid, shall not be accepted or tracked by Shoplazza for the purposes of referral compensation. The following shall not be be deemed as valid Referrals:, a lead who;

(a) who is contacted by Partner on or before Partner became a Partner; or

(b) who is contacted by Shoplazza, before being identified and introduced by Partner to Shoplazza; or

(d) who is referred to Shoplazza by another third Party;
(e) who has been the Merchant in the one (1) month prior;
(f) whose stores are opened or owned by Partner

4.1.3. Shoplazza retains sole and absolute discretion to accept or reject any Lead referred by Partner, and to suspend, terminate, or otherwise manage any Shoplazza account belonging to a referred merchant. All services provided by Shoplazza to any merchant shall be governed exclusively by Shoplazza’s SaaS Agreement.

4.1.4. Partner shall not hold itself out, either expressly or implicitly, as an agent, representative, or affiliate of Shoplazza, nor shall it have or represent that it has any authority to bind Shoplazza, to assume or create obligations on behalf of Shoplazza, or to make any commitments, warranties, or representations of any kind relating to Shoplazza or its services. Partner shall not enter into any agreement, commitment, warranty, or undertaking, whether oral or written, with any Lead, Active Merchant, or third party on behalf of Shoplazza without Shoplazza’s prior written consent.

4.1.5. Partner acknowledge and agree that it shall comply with the obligations set forth in Part B Additional Terms Applicable to Referral Partners of the Partner Program Agreement with respect to your referral activities.

4.1.6. Partner shall refer a minimum of Ten (10) Active Merchants per quarter to Shoplazza and shall maintain USD $500,000 in annual Total Payment Volume (TPV). Failure by Partner to meet the merchant referral or TPV requirements may result in reduced visibility of Partner’s application to the Merchants using Shoplazza’s SaaS platform.

4.1.7. Partner shall participate in no fewer than two (2) training or enablement sessions per calendar year to gain an understanding of Shoplazza’s SaaS services, with the objective of facilitating the successful referral of Merchants to Shoplazza.

4.1.8. Shoplazza shall at its discretion conduct periodic business reviews with Partner for the purpose of evaluating the overall partnership, and providing Partner with feedback regarding areas for potential improvement or optimization

4.2. Referral Fees and Payment

4.2.1. Only accepted Leads that convert into Qualified Referrals shall qualify for Referral Fees subject to the terms and rates described in the Cooperation Agreement. The calculation, reporting, and disbursement of Referral Fees shall be administered via the Referral Platform. Qualified Referral means:

(a) Merchant shall have an active paid Shoplazza account and shall have commenced payment of the subscription fees;
(b) The Services used by the Merchant have not been canceled or terminated for any reasons prior to expiry of the subscription period;
(c) Merchant’s subscription and payment occur prior to the termination or expiry of the Agreement; and
(d) Merchant shall comply with Shoplazza Terms of Service, Privacy Policy, Acceptable Use Policy, Data Processing Addendum and any other exhibits or addenda attached hereto or thereto.

4.2.2. Shoplazza shall remit the Referral fees on a monthly basis and shall, prior to the 20th business day of the subsequent month, furnish a statement of the Referral fees, to the Partner via the Referral Platform. Partner shall have the right to access this statement through the Referral Platform.

4.2.3. Upon receipt of the statement, Partner shall issue invoices to Shoplazza and shall be entitled to directly withdraw the Referral fees from the Referral Platform in accordance with the amounts specified in the statement.

4.2.4. All payments of the Referral fees shall be made in the currency of USD.

5. TERM AND TERMINATION

5.1. The Cooperation Agreement shall come into effect upon signature by both parties and shall remain valid for the Initial Term as set out in the Cooperation Agreement. Unless either Party notifies the other Party in writing not to renew the Cooperation Agreement thirty (30) days prior to the expiration of the current term, the term of the Cooperation Agreement shall be automatically extended by one (1) year upon the expiration of the current term, and so forth.

5.2. Either Party may terminate the Cooperation Agreement in writing with immediate effect in any of the following events:

(a) The other Party commits a material breach of the terms of the Cooperation Agreement, and if the breach is capable of remedy, the other Party has failed to remedy the breach within 30 days after service of written notice requiring the same to be remedied;

(b) There is a change in control or ownership of the other Party (except for a merger on terms previously approved by the first-mentioned Party or a change in control or ownership due to internal group restructuring); or

(c) The other Party becomes insolvent or goes into liquidation, or is placed under receivership or judicial management in accordance with the laws of the jurisdiction where the other Party is established.

5.3. Shoplazza shall have the right to terminate the Cooperation Agreement if Partner fails to refer a minimum of ten (10) Active Merchants per quarter or maintain an annual Total Payment Volume (TPV) of USD $500,000. In the event of such failure, Shoplazza shall provide written notice to Partner, allowing a period of 30 business days for Partner to remedy the breach. If Partner does not rectify the situation within this timeframe, Shoplazza may terminate the Cooperation Agreement effective immediately upon expiration of the notice period.

5.4. The provisions of these Terms that logically should survive the termination of the Cooperation Agreement in order to accomplish the fundamental purpose of it will do so, including Sections 5.

6. MISCELLANEOUS

6.1. Entire Agreement. These Terms together with any annexures attached hereto constitutes the entire agreement between the parties, and supersedes all other agreements, arrangements, understandings, or representations between them, whether oral or written. In the event of any inconsistency between these Terms and the Partner Program Agreement, these terms shall prevail. The provisions of the Partner Program Agreement shall apply to matters not covered by these Terms.

6.2. Governing Law and Jurisdiction. 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.

6.3. Amendment. These Terms may be updated from time to time at Shoplazza’s sole discretion. Partner acknowledges and agrees that Shoplazza may amend these Terms at any time by posting the relevant amended and restated Terms on Shoplazza’s website, available at [https://www.shoplazza.com/general-terms-shoplazza-cooperation-agreement] and such amendments to these Terms are effective as of the date of posting. By using the Services after the amendments, Partner agrees to be bound by the most current version of these Terms, which shall be deemed accepted upon such use. It is the Partner's responsibility to review these Terms regularly to ensure compliance with any updates. If Partner does not agree to any changes to these Terms, Partner must immediately discontinue the use of the service, continued use will be deemed as acceptance of the modified Terms.

6.4. Notice. Any notice or other ofﬁcial communication given to a party under or in connection with these Terms shall be in writing and shall be addressed to the email address speciﬁed in the Cooperation Agreement and will be deemed to have been duly delivered on the date of transmission.

6.5. Headings. The section headings used in these Terms are intended for convenience of reference and will not by themselves determine the construction or interpretation of any provision of these Terms.

Something Powerful

Tell The Reader More

General Terms - Shoplazza Cooperation Agreement