Partner Program Agreement

Last updated on: February 17, 2023 

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.), Shoplazza Corp. (“Shoplazza Corp.”) and Shoplazza Hongkong Limited (“Shoplazza Asia”) and together with Shoplazza Inc, “Shoplazza” and are each together a “Shoplazza Entity”). Each of Partner and Shoplazza a “Party”, and together the “Parties”. You can review the current version of the Agreement at any time at Shoplazza Partner Terms. Shoplazza reserves the right to update and change the Agreement by posting updates and changes here: Shoplazza 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 Shoplazza’s Privacy Policy and Shoplazza’s Acceptable Use Policy, before you may become a Partner. For the avoidance of doubt, Shoplazza’s Privacy Policy and Shoplazza’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 Shoplazza’ 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 Shoplazza 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.

Part A – Terms Applicable to All Partners

1. Definitions

Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:

“Application” or “App” is defined in the Shoplazza 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 Shoplazza, 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 Shoplazza Developer program page; and (ii) any Partner Account that an Associated Developer of an App Developer has registered for via the Shoplazza 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 Shoplazza, 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 Shoplazza Developer program page; and (ii) any Partner Account that an Associated Theme Developer of a Theme Developer has registered for via the Shoplazza 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.

“Marketing Material” means any promotional and informational material concerning Shoplazza and\or Partner and their Business, including, but not limited to, promotional, sales, marketing, advertising, or other material or information (including, but not limited to, news releases, press releases, brochures, advertising scripts, direct mail and e-mail correspondence, and display and on-line advertising) provided by Shoplazza or Partner under co-marketing program.

“Market development funds (MDF)” means the fund that shall be paid by the granting Party to the other Party for the purpose of co-marketing activity.

“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 Shoplazza API, Merchant Data may be delivered in the form of an API response.

“Merchant Store” means the Merchant’s online store hosted by Shoplazza. 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 Shoplazza 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 Shoplazza partner program page and who promotes the service by:

• • registering, and being approved by Shoplazza, for a unique referral link (an “Affiliate Link”) to refer Merchants to Shoplazza via such Affiliate Link or
  • acting as a service partner working directly with Merchants as a designer, developer, or other  consultant through a Development Store.

2. A “Developer” is a Partner who has registered for a Partner Account via the Shoplazza developer program page and develops Applications or Themes to integrate with the Service or places Ads in the Shoplazza App Store. The different types of Developers are listed below:

• • a “Theme Developer”, develops a Theme for Merchant use as a custom Theme;
  • an “App Developer”develops a Public Application (as defined in the Shoplazza API Terms) using the Shoplazza API.
  • a “Payment Gateway Developer” develops an Application using the Shoplazza API to enable a payment system for Merchants to use with the Service. An Application developed by a Payment Gateway Developer is a “Payment Gateway Application”.
  • a “Payments Developer” develops an Application using the Shoplazza API to enable a payment system for Merchants to use with the Service. An Application developed by a Payments Developer is a “Payments Application”.

3. A “Solution Partner” is an approved Partner who has registered for a Partner Account via the Shoplazza partner program page and who can offer and deliver services to Merchants. 

“Partner Account” means a Shoplazza Partner Program account.

“Partner Creative” means any marketing or promotional materials relating to Partner or Partner brands, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and Partner Trademarks.

“Partner Dashboard” means the internal administrative page available at: partners.shoplazza.com that allows Partners to manage their Partner Account.

“Partner Manager” means the Shoplazza employee designated by Shoplazza from time to time as the Partner’s primary Shoplazza contact.

“Payment Period” has the meaning as set out in Section 3.2.

“Partner Program” means the resources made available by Shoplazza to Partners. For the avoidance of doubt, the Partner Program includes Referral Partner Program, Partner Marketing Collabocation，to the extent that Partner is invited to participate in those programs.

“Partner Marketing Collaboration Agreement” means an agreement entered by a Partner and Shoplazza which sets out co-marketing activities and related rights and obligations.

“Partner Revenue Share Agreement” means an agreement entered by a Partner and Shoplazza that sets out revenue generating activities and payout conditions.

“Public Application” is defined in the Shoplazza API Terms.

“Referred Merchant” means any unique Merchant that: (a) has registered for a paid Shoplazza 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 Shoplazza, stipulated in Partner Revenue Share Agreement. For more information regarding Revenue Generating Activities, please refer to: help center - Shoplazza partner earnings.

“Service” means the Shoplazza hosted commerce platform available via www.shoplazza.com and any associated websites, products or services offered by Shoplazza.

“Shoplazza API” is defined in the Shoplazza API Terms. “Shoplazza API Terms” means the Shoplazza API License and Terms of Use available at Shoplazza API terms.

“Shoplazza App Store” is where Merchants can view and install Apps on their Merchant Store, and is available upon login of merchant’s account .

“Shoplazza Billing API” means the application programming interface that allows Developers to create and issue charges to Merchants as well as remit payment to Shoplazza. For the avoidance of doubt, the Shoplazza Billing API is deemed to be part of the Shoplazza API, as defined in the Shoplazza API Terms.

“Shoplazza Creative” means any marketing or promotional materials relating to Shoplazza or Shoplazza brands, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the Shoplazza Trademarks.

“Shoplazza Related Entity/ies” means any entity that directly or indirectly controls, is controlled by, or is under common control with, Shoplazza; 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.

“Shoplazza Trademarks” means the trademarks, logos, service marks and trade names of Shoplazza Inc. and any Shoplazza Related Entities, whether registered or unregistered, including but not limited to the word mark SHOPLAZZA and Shoplazza 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. Partner Responsibilities

2.1. Marketing Activities

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 Shoplazza or any Shoplazza 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 Shoplazza 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 Shoplazza to send emails regarding the offering of Shoplazza and Shoplazza Related Entities to the individuals on the Opt-in List (and Shoplazza 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 Shoplazza.

2.1.3 Without limiting the generality of Section 2.1.2, Partner will (i) not send any email regarding Shoplazza or Shoplazza 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 Shoplazza, Shoplazza Related Entities, the Service or the Shoplazza platform; and (iii) not imply that such emails are being sent on behalf of Shoplazza or Shoplazza 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 Shoplazza or Shoplazza Related Entities; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Shoplazza or Shoplazza Related Entities; (iii) make any false, misleading or disparaging representations or statements with respect to Shoplazza or Shoplazza Related Entities; (iv) solicit Merchants to leave the Shoplazza Service; (v) copy, resemble or mirror the look and feel of Shoplazza’s websites, Shoplazza Trademarks or Services or otherwise misrepresent Partner’s affiliation with Shoplazza or Shoplazza Related Entities; or (vi) engage in any other practices which may adversely affect the credibility or reputation of Shoplazza or Shoplazza 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 Shoplazza 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 .

2.2.Co-marketing Activity

Shoplazza and Partner may, from time to time, perform co-marketing and co-branding activities on the terms and conditions set forth in the Partner Marketing Collaboration Agreement entered into by Shoplazza and Partner separately. Unless otherwise agreed in the Partner Marketing Collaboration Agreement, Shoplazza and Partner shall use their commercially reasonable efforts and bear its own costs and expenses incurred by such activities.

2.3. Compliance with Laws

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.

In particular but without prejudice to the generality of the foregoing, to the extent applicable under Partner Marketing Collaboration Agreement, Partner acknowledge and agree that it will be solely responsible for: (i) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations (particularly for use by Shoplazza for marketing purposes); (ii) ensuring it have the right to transfer, or provide access to, the Personal Data to Shoplazza for Processing in accordance with the co-marketing purpose.

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.

2.4. Partner Duty to Inform

Partner will promptly inform Shoplazza of any information known to Partner that could reasonably lead to a claim, demand or liability of or against Shoplazza or the Shoplazza Related Entities by any third party.

2.5. Partner Duty to Disclose

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 Shoplazza in accordance with this Agreement that are associated with such Merchant.

2.6. Other Partner Terms

2.6.1 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.

2.6.2 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.

2.6.3 To become a Partner, Partner must create a Partner Account by providing all information indicated as required. Shoplazza may reject an application for a Partner Account for any reason, in its sole discretion. Partner acknowledges that Shoplazza will use the email address provided by Partner as the primary method for communication. Partner is responsible for keeping its Partner Account password secure. Shoplazza 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.

2.6.4 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.

2.6.5 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.

2.6.6 Partner acknowledges and agrees that Shoplazza may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement on Shoplazza’s website, available at Shoplazza partner terms  and such amendments to the Agreement are effective as of the date of posting. If a significant change is made, Shoplazza will provide reasonable notice by email, posting a notice on the Shoplazza Partner Blog or in the Partner Dashboard. Partner’s continued participation in the Shoplazza Partner Program after the amended Partner Program Agreement is posted to Shoplazza’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 Shoplazza Partner Program.

2.6.7 Partner acknowledges and agrees that Partner’s participation in the Shoplazza Partner Program, including information transmitted to or stored by Shoplazza, is governed by the Shoplazza Privacy Policy.

2.6.8 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 .

3. Fees and Payments

3.1. Revenue Sharing Plans

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 Shoplazza (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. Payment

3.2.1 Fees due to Partner (including Reference Plan, Theme Plan and App Plan) will be calculated by Shoplazza 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 Shoplazza. Fees due to the Partner will be calculated by Shoplazza 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 Shoplazza in respect of a Partner transaction with a Merchant facilitated by Shoplazza, 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 Shoplazza. A payout statement is generated when a payout is processed.

3.3. Additional Payment Information

3.3.1 All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld by Shoplazza during the period of investigation. Shoplazza may also withhold payment if Partner fails to provide Shoplazza with information that is required to make payment.

3.3.2 Notwithstanding anything to the contrary in this Agreement, Shoplazza will not be responsible to pay any Fees:

• • related to amounts that have been refunded to Merchants by Shoplazza;
  • for a Referred Merchant created or owned in whole or in part by a Partner;
  • related to fraudulent sales;
  • related to revenues that have been subject to chargebacks;
  • to Partners who are employed by Shoplazza (whether full-time, part-time, term or any other employment-type relationship); or
  • to Partners who are employed by the Merchant to whom the Fees relate (whether full-time, part-time, term or any other employment-type relationship).

3.3.3 If any Fees paid by Shoplazza 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, Shoplazza 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 Shoplazza, Partner will pay to Shoplazza the remaining balance within thirty (30) days of the effective date of termination of the Agreement.

3.3.4 Shoplazza 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 Shoplazza blog or in the Partner Dashboard. In the event of any disputes over Fees, Shoplazza’s determination will be final and binding.

4. Termination

4.1. Termination

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 Shoplazza in its sole discretion, may result in one or more of the following actions being taken by Shoplazza: (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 Shoplazza 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, Shoplazza will provide reasonable notice by email, posting a notice on the Shoplazza blog or in the Partner Dashboard.

4.2. Consequences of Termination

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 Shoplazza Creative and all Confidential Information (as defined below)); (b) Partner will immediately cease displaying any Shoplazza Creative or any Shoplazza Trademarks on any Website or otherwise; (c)cease providing access to Partner’s Service (Including but not limited to removing the Partner's Integration or APP from its platform) and (d) 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, Shoplazza API, to receive any payments of Fees under this Agreement, or any privilege granted to Partner under Partner Marketing Collaboration Agreement,unless otherwise determined by Shoplazza in its sole discretion.

4.2.2 This Section 4.2 and the following Sections will survive any termination or expiration of this Agreement:

• • PART A: Section 1 (Definitions), Section 5.4 (Proprietary Rights of Shoplazza), Section 6 (Confidentiality), Section 7 (Disclaimer of Warranty), Section 8 (Limitation of Liability and Indemnification), and Section 9 (General Provisions)
  • PART B: Section 6 (Relationship between SERVICE PROVIDER and Merchant);
  • PART C.2: Section 4 (Reporting and Audit); and
  • PART D: Section 2.4 (Relationship), Section 2.5 (Taxes), Section 2.6 (Audits).

In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.

5. Intellectual Property Rights

5.1. Shoplazza Creative

5.1.1 All Shoplazza Creative will be solely created and provided by Shoplazza unless otherwise agreed to by Shoplazza in writing in advance. Shoplazza will provide Partner with copies of or access to Shoplazza Creative. The Shoplazza Creative may also be accessible from the Shoplazza brand guidelines (“Shoplazza Trademark Usage Guidelines”)  . By using the Shoplazza Creative, you indicate your acceptance of our Shoplazza 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 Shoplazza Creative. The Shoplazza Creative is provided “as is” and without warranty of any kind.

5.1.2 Partner may display Shoplazza Creative on the Websites solely for the purpose of marketing and promoting the Service and any Shoplazza brands permitted by Shoplazza and by Shoplazza Related Entities during the term of this Agreement, or until such time as Shoplazza may, upon reasonable prior notice, instruct Partner to cease displaying the Shoplazza Creative. Partner may not alter, amend, adapt or translate the Shoplazza Creative without Shoplazza’s prior written consent. Nothing contained in any Shoplazza Creative will in any way be deemed a representation or warranty of Shoplazza or of any of Shoplazza Related Entity. The Shoplazza Creative will at all times be the sole and exclusive property of Shoplazza and no rights of ownership will at any time vest with Partner even in such instances where Partner has been authorized by Shoplazza to make changes or modifications to the Shoplazza Creative.

5.2. Shoplazza Trademarks

During the term of this Agreement, Shoplazza hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Shoplazza Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner acknowledges and agrees that: (a) it will use Shoplazza’s Trademarks only as permitted under this Agreement; (b) it will use the Shoplazza Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Shoplazza in writing from time to time, including but not limited to the Shoplazza Trademark Usage Guidelines; (c) the Shoplazza Trademarks are and will remain the sole property of Shoplazza; (d) nothing in this Agreement will confer in Partner any right of ownership in the Shoplazza Trademarks and all use thereof by Partner will inure to the benefit of Shoplazza; (e) Partner will not, now or in the future, apply for or contest the validity of any Shoplazza Trademarks; and (f) Partner will not, now or in the future, apply for or use any term or mark confusingly similar to any Shoplazza Trademarks.

5.3. Restrictions on Partner’s Use of the Shoplazza Trademarks

Notwithstanding Section 5.2, Partners will not:

5.3.1 use the Shoplazza 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 Shoplazza 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 Shoplazza Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Shoplazza Trademarks.

5.4. Proprietary Rights of Shoplazza

As between Partner and Shoplazza, the Shoplazza Creative, Shoplazza Trademarks, all demographic and other information relating to Merchants including Referred Merchants, prospective Partners and Partners, the Services, the Shoplazza 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 Shoplazza or Shoplazza Related Entities or otherwise related to the Service, Shoplazza Partner Program, Shoplazza or Shoplazza Related Entities, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Shoplazza Property”) will be and remain the sole and exclusive property of Shoplazza. To the extent, if any, that ownership of any Shoplazza Property does not automatically vest in Shoplazza by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to Shoplazza, upon the creation thereof, all rights, title and interest Partner may have in and to such Shoplazza Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

5.5. Shoplazza’s Use of Partner’s Intellectual Property

Partner grants to Shoplazza 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 Shoplazza's discretion, Shoplazza 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. Confidentiality

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 Shoplazza and Partner, Merchant Data and Customer Data is the Confidential Information of Shoplazza.

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.

7. Disclaimer of warranty

The Shoplazza Partner Program, the Service, the Shoplazza Trademarks, the Shoplazza Creative, Ads (including delivery and related reporting) and the Shoplazza API (including without limitation all SDK and the Shoplazza Billing API) are provided “as-is”. Shoplazza makes no warranties under this Agreement, and Shoplazza 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, Shoplazza further disclaims all representations and warranties, express or implied, that the Service, the Shoplazza API, the Shoplazza Trademarks, the Shoplazza Creative, or the Shoplazza API (including without limitation all SDK and the Shoplazza Billing API) satisfy all of Partner’s or Merchant’s requirements and or will be uninterrupted, error-free or free from harmful components.

8. Limitation of Liability and Indemnification

8.1. Limitation of Liability

Shoplazza, and the Shoplazza Related Entities, will have no liability with respect to the Shoplazza Partner Program, the Service, the Shoplazza API, the Shoplazza Trademarks, the Shoplazza Creative or Shoplazza’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 Shoplazza API, the Shoplazza Trademarks, the Shoplazza Creative, or Partner’s participation or inability to participate in the Shoplazza Partner Program, even if Shoplazza has been advised of the possibility of such damages. In any event, Shoplazza’s, and the Shoplazza Related Entities’, liability to Partner under this Agreement for any reason will be limited to the Fees paid to Partner by Shoplazza 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 Shoplazza or the Shoplazza Related Entities are obligated to intervene in any dispute arising between the Merchant and the Partner. Under no circumstances will Shoplazza, or the Shoplazza 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 Shoplazza or the Shoplazza Related Entities have been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

8.2. Partner Indemnification

Partner agrees to indemnify, defend and hold harmless Shoplazza and any Shoplazza 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 Shoplazza and Shoplazza Related Entities granted by Partner to any Merchant, prospective Partner or other third party; (d) Partner’s use of the Shoplazza API, (including without limitation all SDK and the Shoplazza 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.

8.3. Notice of Indemnification

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.

8.4. Non-exclusive remedies

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 Shoplazza under this Agreement and under applicable law, Shoplazza 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 Shoplazza in connection with such violation, in accordance with the provisions of this Section 8.

9. General provisions

9.1. Force Majeure

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.

9.2. Independent Contractors

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 Shoplazza or any Shoplazza Related Entity is an agent, representative or related entity of the Partner. Neither Shoplazza 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 Shoplazza to act on its behalf in this Agreement. For the avoidance of doubt, Partner expressly authorizes Shoplazza 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.

9.3. Non-Exclusivity

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.

9.4. Notice

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@shoplazza.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 Shoplazza at 15 Allstate, 6th floor, Toronto, Ontario, L3R 5B4 Attention: Legal Department. 

9.5. No Waiver

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.

9.6. Entire Agreement

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 Shoplazza 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.

9.7. Assignment

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. Shoplazza 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 Shoplazza’s prior written consent, to be given or withheld in Shoplazza’s sole discretion. Transfer can include acquisition, merger, change of control, or other forms of transfer. To submit a request for Shoplazza’s consent to assignment or transfer, contact Shoplazza Partner Support.

9.8. Applicable Laws

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.

9.9. Patent Non-Assertion

Partner and its affiliates covenant not to assert patent infringement claims against Shoplazza, Shoplazza Related Entities, or Shoplazza products and services including the Shoplazza API.

9.10. Competitive or Similar Materials

Shoplazza 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 Shoplazza does not use Partner’s Confidential Information in so doing.

9.11. Feedback

If Partner provides any feedback (including identifying potential errors and improvements) to Shoplazza concerning the Partner Program, the Shoplazza API, the Shoplazza Creative or any aspects of the Service (“Feedback”), Partner hereby assigns to Shoplazza all right, title, and interest in and to the Feedback, and Shoplazza is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Partner Program, Shoplazza API, the Shoplazza Creative or the Service and to create other products and services. Shoplazza will treat any Feedback as non-confidential and non-proprietary. Partner will not submit any Feedback that it considers confidential or proprietary.

9.12. Beta Services

From time to time, Shoplazza 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 Shoplazza 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 Shoplazza and subject to the confidentiality provisions of this Agreement. Shoplazza makes no representations or warranties that the Beta Services will function. Shoplazza may discontinue the Beta Services at any time in its sole discretion. Shoplazza will have no liability for any harm or damage arising out of or in connection with a Beta Service.

9.13. Service Providers

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. Industry Standards

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 Shoplazza 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 Shoplazza Partner Support via email at privacy@shoplazza.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 Shoplazza, the Shoplazza Related Entities, Merchants or Customers; and (D) regularly communicate the progress of its investigation to Shoplazza and cooperate to provide Shoplazza with any additional requested information in a timely manner.

9.15. Severability

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. Shoplazza Asia’s Role and a Description of Shoplazza Entities

9.16.1 Where Apps, Themes, Solutions are purchased by Merchants in the Asian Pacific region, Shoplazza Asia will act as agent to Shoplazza Corp. to effectuate that sale under this Agreement. In all other respects, Shoplazza Corp. will perform this Agreement on its own behalf and as agent for Shoplazza Asia. The liability of each Shoplazza Entity will be several for the purposes of this Agreement.

9.16.2 Shoplazza Corp. is a corporation formed under the laws of Canada, with offices located at 15 Allstate, 6th floor, Toronto, Ontario, L3R 5B4.

9.16.3 Shoplazza 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.

Part B - Additional Terms Applicable to Referral Partners

This Part B contains terms applicable to Referral Partners generally.

1. FTC  Guidelines

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 Shoplazza, Partner receives compensation for the Referred Merchant referrals made to Shoplazza. 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 Shoplazza, 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. Reference plan for Referral Partners

2.1 The “Reference Plan” (“Revenue Share Agreement)” is a revenue sharing agreement signed separately between a Partner and Shoplazza. Under the Revenue Share Agreement, a Partner is entitled to a percentage of certain revenue received from such Referred Merchant, to be determined by Shoplazza in its sole discretion, with Shoplazza 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. Shoplazza 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 Shoplazza blog, or in the Partner Dashboard. See Partner earnings for more details.

2.3 Shoplazza 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. Shoplazza 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).

3. Responsibilities

Referral Partners will use their best efforts to (i) promote and market Shoplazza,  (ii) identify for Shoplazza prospective Referred Merchants, and (iii) fulfill Partner Marketing Activities.

4. Unauthorized and Prohibited Activities

4.1. A Partner will not:

4.1.1. promote or advertise Shoplazza or Shoplazza 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 Shoplazza Trademarks or the names or trademarks of any Shoplazza Related Entities or any variations or misspellings thereof that may be deceptively or confusingly similar to the Shoplazza Trademarks or the names or trademarks of any Shoplazza Related Entity;

4.1.4. create or participate in any third party networks or sub-affiliate networks without the express written permission of Shoplazza;

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 Shoplazza website, without prior written permission from Shoplazza; 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 Shoplazza from that Partner’s Affiliate Link assigned by Shoplazza; or (b) are added through a Development Store within the Partner’s Shoplazza 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 Shoplazza or elsewhere.

5. Development Stores

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 Shoplazza Terms of Service.

6. Relationship between a Service Provider and Merchant

The services provided by a Service Provider to a Merchant are the responsibility of the Service Provider and not of Shoplazza. 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 Shoplazza at its sole discretion. In the event of a dispute between the Service Provider and the Merchant, Shoplazza is not obligated to intervene in any such dispute. Under no circumstances will Shoplazza 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 Shoplazza, or the Service Provider’s relationship with any Merchant. These limitations will apply even if Shoplazza has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

Part C - Additional Terms Applicable to Developers

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.

1. Access to the Shoplazza API

Access to and use of the Shoplazza API is governed by the Shoplazza API Terms.

2. Unauthorized and Prohibited Developer Activities

Without limiting the restrictions outlined elsewhere in this Agreement or in the Shoplazza 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 Shoplazza App Store are meant to be unbiased, useful and trustworthy. Shoplazza 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 Shoplazza 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 Shoplazza Checkout, without Shoplazza's prior written consent.

3. Additional Shoplazza Trademark License for Developers

Developers may use the Shoplazza Trademarks licensed in Section 5.2 for the sole purpose of notifying Merchants that the Application or Theme is compatible with the Service.

4. Use of the Shoplazza Billing API

Unless otherwise agreed to by Shoplazza 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 Shoplazza Billing API. The Shoplazza 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.

C.1. Additional Terms Applicable to Theme Developers

1. Theme Requirements

1.1. Theme Developers are permitted to develop Themes for Merchants. Select Themes (as defined in Section 2 below) developed for Shoplazza Merchants, may be made accessible to Shoplazza Merchants. The Theme Developer selects the purchase price for the Theme, provided that the price is within Shoplazza’s current Theme pricing guidelines. All Themes are subject to approval and acceptance by Shoplazza and Shoplazza retains the right to remove a Select Theme at any time and for any reason.

1.2. Theme Developers must follow all Shoplazza 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.

2. Revenue Sharing Plans and Fees for Theme Developers

The “Theme Plan” is a revenue sharing plan which allocates revenue between Shoplazza 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 Shoplazza.

3. Additional Shoplazza Trademark Use Rights for Theme Developers

Notwithstanding Section 5.3 of Part A, Theme Developers may use the Shoplazza Trademarks and may refer to Shoplazza 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.

C.2. Additional Terms Applicable to App Developers

1. App Requirements

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 Shoplazza, and Shoplazza retains the right to take any action it deems necessary, such as remove any Application from the Shoplazza App Store, at any time for any reason.

1.3. App Developers must follow all Shoplazza 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 Shoplazza 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.

2. Revenue Sharing Plans and Fees for App Developers

The “App Plan” is a revenue sharing plan that allocates revenue between Shoplazza 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 Shoplazza. 

3. Additional Shoplazza Trademark Use Rights for App Developers

Notwithstanding Section 5.3 of Part A, App Developers may use the Shoplazza Trademarks and may refer to Shoplazza 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. Reporting and Audit

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 Shoplazzza Billing API unless otherwise agreed to by Shoplazza in writing. App Developers that Shoplazza has exempted from using the Shoplazza Billing API will, within 30 days following the end of each quarter, submit to Shoplazza via email at partners@shoplazza.com a report indicating total revenue for the previous quarter.

4.2. Shoplazza 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 Shoplazza will provide Shoplazza 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. Shoplazza 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 Shoplazza for all of the reasonable costs of such audit. In addition to the foregoing audit rights, Shoplazza will also have the right to use the capabilities of the Service to confirm the revenue associated with Apps offered by the App Developer.

C.3. Additional Terms Applicable to Payment Gateway Developers

1. Payment Gateway Developers are permitted to develop Payment Gateway Applications that integrate a payment gateway and the Service, which include but are not limited to a link where Merchants can submit their account application. Payment Gateway Applications may be made available to Merchants privately or, if approved by Shoplazza, publicly within the Merchant’s admin. Payment Gateway Developer must comply with the Shoplazza API Terms and the Shoplazza Payment API guidelines. For the avoidance of doubt, Payment Gateway Applications that (a) use the Shoplazza Payment API, and (b) do not bypass any component of Shoplazza Checkout other than the collection of payment details and payment processing, do not violate Section 2.3.18 of the Shoplazza API Terms.
2. If a Payment Gateway App is not made publicly available, the Payment Gateway Developer may permit Merchants to privately install the Payment Gateway Application, by providing Merchants with a shareable installation link.
3. If a Payment Gateway Developer’s Payment Gateway Application meets the criteria set out in the Shoplazza Payment API guidelines for public listing by Shoplazza, the Payment Gateway Developer may apply to Shoplazza for a public listing. Depending on a number of factors determined and assessed by Shoplazza in its sole discretion, including transaction volume and Payment Gateway Application adoption rates, Shoplazza may make the Payment Gateway Application available to all Merchants via the Merchant’s admin.
4. Payment Gateway Developer must comply with any terms, guidelines or approval processes required pursuant to any card network rules, and applicable laws or regulations.
5. Payment Gateway 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 Payment Gateway Developer under this Agreement. Payment Gateway Developer will, upon Shoplazza’s reasonable request, deliver reasonable evidence to Shoplazza of Payment Gateway Developer’s compliance with PCI-DSS.

C.4. Additional Terms Applicable to Payments Developers

1. Payments Applications

1.1. Designation. From time to time Shoplazza 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 Shoplazza's review and approval to ensure compliance with our guidelines, API documentation, and other standards that we deem necessary to protect the integrity of Shoplazza’s payments ecosystem. Shoplazza 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. Shoplazza 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 Shoplazza within thirty (30) days following the date of invoice.

2. Public Listing

2.1. If a Payments Application meets the criteria set out in the Shoplazza Payment API guidelines for public listing by Shoplazza, the Payments Developer may apply to Shoplazza for a public listing. Shoplazza will review such Payments Applications and depending on a number of factors determined and assessed by Shoplazza in its sole discretion, including transaction volume and Payments Application adoption rates, Shoplazza 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. Requirements

3.1. Use of our API. Payments Developers must only use the Payments Apps APIs as specified in the Shoplazza Payment API guidelines and may not use any other Shoplazza APIs unless granted permission from Shoplazza. Payments Developer acknowledges that Shoplazza 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 Shoplazza Payment API guidelines.

3.2. Compliance with Shoplazza API Terms. Payments Developers must comply with the Shoplazza API Terms. For the avoidance of doubt, Payments Applications that (a) are available in Shoplazza’s payments ecosystem, and (b) do not bypass any component of Shoplazza Checkout other than the collection of payment details and payments processing, do not violate Section 2.3.18 of the Shoplazza 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 Shoplazza 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 Shoplazza 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 Shoplazza. All payments and order data received from transactions processed on the Payments Application must be automatically synced to Shoplazza as specified in the Shoplazza 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 Shoplazza 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. Risk, Fraud & Compliance

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 Shoplazza deems as an unreasonably high percentage of Merchants who are engaging in fraudulent or high risk behaviour, as determined in Shoplazza’s sole discretion, Payments Application agrees to collaborate with Shoplazza to implement and develop preventive measures to mitigate such risk. If Payments Application fails to collaborate with Shoplazza, 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 Shoplazza. 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 Shoplazza deems necessary, in our sole discretion, for the management and maintenance of Shoplazza’s ecosystem; (iii) that Shoplazza 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 Shoplazza’s reasonable request, deliver reasonable evidence to Shoplazza of Payments Developer’s compliance with PCI-DSS.

5. Unauthorized & Prohibited Activities

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 Shoplazza 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 Shoplazza’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 Shoplazza 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. Shoplazza 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 Shoplazza with any changes or updates to how they collect and use data in connection with their Payments Application. Payments Developer acknowledges that Shoplazza may share a summary of how data is collected and shared by the Payments Application in our communications with Shoplazza Merchants.

6. Termination, Suspension and Removal from the Payments Platform

Shoplazza may at its sole discretion remove your Payments Application from Shoplazza, suspend or terminate your access to the Payments Platform and your participation in Shoplazza’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.

Part D – Additional Terms Applicable to Shoplazza Solution Partners

In addition to the terms applicable to all Referral Partners, as set out in Part B, the following terms apply to Shoplazza Solution Partners.

1. Shoplazza Solution Partners

Designation. From time to time Shoplazza 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 Shoplazza Solution Partners at any time, however the granting of a Solution Partners designation is entirely within Shoplazza’s discretion. 

2. Solution Partners Program

2.1. Program. A description of Solution Partners is available here，Solution Partners must follow all Shoplazza 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 Shoplazza, which stipulates terms and conditions related to the revenue sharing plan.

2.3. Communications. Solution Partners acknowledges and agrees that Shoplazza 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 Shoplazza.

2.4. Relationship. The services provided by an Solution Partner are the responsibility of the Solution Partner and not of Shoplazza. 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 Shoplazza 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 Shoplazza. Taxes collected on your Solution Partner Revenue Share by Shoplazza 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 Shoplazza, 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. Shoplazza 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 Shoplazza will provide Shoplazza 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 Shoplazza 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. Shoplazza 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 Shoplazza for all of the reasonable costs of such audit. In addition to the foregoing audit rights, Shoplazza 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. Shoplazza 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.