1.1 Registration and Eligibility.

To access and use the Shoparino8 Seller Services ("Services"), you must first complete the official registration and enrollment process through the Shoparino8 Platform. The Services are available only to individuals or business entities that are legally capable of entering into binding agreements under applicable laws and regulations within their respective jurisdictions.

By completing the registration process, you represent and warrant that:

• (a) all information provided is accurate, truthful, current, and complete;
• (b) you are duly authorized to act on behalf of yourself or the business you represent; an
• (c) no legal restrictions exist that would prevent you from using or benefiting from the Shoparino8 Platform.

Shoparino8 reserves the right to verify any information you provide at any time, including requesting supporting documentation or government-issued identification to confirm your identity or business legitimacy. Failure to provide accurate or updated information, or to verify such information upon request, may result in suspension or termination of your Account.

1.2 Required Information.

During registration, you will be required to provide the following information (as applicable):

• Full legal name or registered business name;
• Physical and/or business address;
• Valid contact number and email address;
• Tax identification or business registration details; and
• Any additional documentation or data that Shoparino8 may reasonably require to ensure compliance with platform policies and applicable laws.

All submitted information must correspond to your business identity or to an authorized individual legally entitled to act on its behalf. You must promptly update your information to ensure its continued accuracy and completeness.

All personal or business data collected during the registration process will be handled in accordance with the Shoparino8 Privacy Policy, which governs how such data is collected, stored, processed, and protected in compliance with applicable data protection laws.

1.3 Account Use and Responsibility.

You are solely responsible for maintaining and managing your Shoparino8 Account. Any action, transaction, or commitment carried out through your Account—whether by you or by an authorized third party, such as employees, representatives, or contractors—shall be deemed your responsibility.

Your Account is intended for your exclusive use. You may not share access credentials, create sub-accounts for others, or transfer ownership of your Account without prior written consent from Shoparino8. You must take all reasonable measures to secure your login credentials and are fully liable for any unauthorized use resulting from negligence or improper handling of your Account information.

You shall properly maintain and use your Shoparino8 Account at all times. You bear full and exclusive responsibility and liability for all actions, operations, and commitments carried out through your Account, whether such activities are performed by you directly or by any third party acting under your authority, including your employees, contractors, or agents.

You understand and agree that your Account integrates large amounts of data in providing you with the Platform Services. You acknowledge and agree that such data has commercial value, shall at all times remain Shoparino8’s exclusive property and constitutes Confidential Information under these Terms. Your Account is for your use only.

You agree not to share your Account or create sub-accounts for any other individual or entity. You are responsible for keeping your Account ID and password secure and confidential, and you assume full responsibility for any use or loss of this information. Shoparino8 is not liable for any unauthorized use of your Account.

If you suspect that an unauthorized person is accessing your Account or that your Account ID or password has been compromised, you must immediately change your password and notify us. Upon receiving such notification or if we have reasonable evidence of unauthorized use—we reserve the right to suspend your Account.

1.4 Legal and Ethical Compliance.

You agree to conduct all business activities on the Shoparino8 Platform in accordance with applicable laws, trade standards, and ethical practices. This includes compliance with laws in your jurisdiction, the jurisdiction of your buyers, and any region where your products are manufactured, sold, or distributed.

2.1 Fees and Responsibilities.

All fees related to your use of the Shoparino8 Seller and Partner Services are defined in the applicable Service Terms and Program Policies. As a Seller or Partner, you are solely responsible for all business expenses associated with this Agreement, including service fees, transaction charges, bank fees, taxes, and any costs related to compliance or legal obligations.

2.2 Payment Methods and Authorization.

To use Shoparino8 Services, you must provide valid and up-to-date payment credentials, which include:

• A credit card issued by a financial institution acceptable to Shoparino8; and
• A bank account that meets Shoparino8’s acceptance criteria.

You agree to provide accurate and lawful information reflecting your true identity or registered business name. You must promptly update all payment details to maintain their accuracy and validity at all times. Shoparino8 reserves the right to modify or discontinue acceptable payment methods at its sole discretion and without prior notice.

By providing your payment details, you authorize Shoparino8 (and will provide supporting documentation upon request) to:

• Verify the information you submit;
• Obtain credit or risk assessments periodically;
• Request payment authorization from your financial institution; and
• Charge or debit your accounts for any amounts owed under this Agreement.

2.3 Disbursements and Withholding Rights.

Unless otherwise stated, all payments and disbursements will be made in the local currency of your registered country. Net proceeds from your sales or services will be transferred to your designated bank account through secure banking networks or other authorized methods.

Shoparino8 may, at its discretion, withhold or delay disbursements if account activity indicates potential risk, including but not limited to: returns, chargebacks, disputes, violations of law or policy, fraudulent activity, or non-compliance with Program Policies.

If you owe Shoparino8 any amount, we may take one or more of the following actions:

• Charge your credit card or any payment method on file;
• Offset owed amounts against pending disbursements;
• Issue invoices payable upon receipt;
• Reverse previously credited funds; or
• Collect payment through any other lawful means.

2.4 Compliance and Payout Eligibility.

To remain eligible for fund disbursement, you must comply with this Agreement and all Program Policies, and refrain from deceptive, fraudulent, or illegal activities. If your account—or any account under your control—engages in such activities, including the sale of counterfeit, stolen, or prohibited goods, or causes harm to Shoparino8, its customers, or its reputation, Shoparino8 reserves the right to permanently withhold funds.

You will be provided an opportunity to appeal such decisions in accordance with Shoparino8’s official appeal procedures.

2.5 Security Deposits and Transaction Controls.

Shoparino8 may require security deposits or reserves to safeguard against potential financial risks such as chargebacks or returns. These deposits may be refundable or forfeitable depending on your compliance with this Agreement.

Shoparino8 may also impose transaction limits, including caps on the number or value of transactions or disbursements within a specific timeframe. Shoparino8 will not be liable for:

• Any transactions or disbursements delayed or restricted due to such limits; or
• Customer cancellations arising from temporary platform unavailability during a transaction.

3.1 Access to Platform APIs and Materials.

Shoparino8 may provide access to Partner APIs and related materials (“API Materials”) that enable system integration or feature interaction. Certain API components may be distributed under open-source licenses, in which case the respective license governs their use. All other provisions of this Agreement remain applicable.

3.2 Application Development and Third-Party Services.

If you develop or provide applications or partner services using the Shoparino8 APIs, you must:

• Be registered and approved as a Shoparino8 Developer or Partner;
• Ensure your applications and services comply with all applicable laws and data protection standards; and
• Assume full responsibility for providing support, maintenance, and service quality to users accessing your applications or integrations.

Shoparino8 does not act as a financial intermediary between you and your users and assumes no liability for any payment, dispute, or obligation arising from such relationships.

3.3 Independent Relationships with Subscribers.

All transactions between you and any user or subscriber are conducted independently of the Shoparino8 platform. You are responsible for ensuring these relationships comply with this Agreement and with all applicable legal, privacy, and regulatory requirements. Shoparino8 is not a party to these agreements and will not be held liable for related disputes or losses.

3.4 Compliance and Modifications.

You agree to comply with all applicable laws, regulations, and industry standards across all jurisdictions relevant to your business operations. Shoparino8 reserves the right to modify, enhance, or discontinue any aspect of the Platform Services at its sole discretion. It is your responsibility to update or adapt your integrations accordingly to maintain compliance and performance.

4.1 Commencement and Duration.

This Agreement becomes effective upon your successful registration to use the Shoparino8 Seller Services and remains in effect until terminated by either party in accordance with the terms set forth herein.

4.2 Termination by the Seller.

You may terminate this Agreement and close your Seller Account at any time by providing written or electronic notice through the authorized Shoparino8 communication channels (including, but not limited to, the Seller Dashboard, official support email, or contact form). Unless otherwise indicated, termination shall take effect immediately upon receipt of your notice.

4.3 Termination or Suspension by Shoparino8.

Shoparino8 may, at its sole discretion, suspend or terminate your access to the Seller Services, in whole or in part, under any of the following conditions:

• (a) For Convenience: Shoparino8 may terminate this Agreement for any reason by providing at least thirty (30) days’ prior written notice.
• (b) For Breach: If you materially violate any provision of this Agreement and fail to remedy such violation within seven (7) days after receiving written notice, Shoparino8 may suspend or terminate your account. If the breach exposes Shoparino8 to potential legal, financial, or reputational harm, Shoparino8 may, at its reasonable discretion, shorten or waive the cure period.
• (c) For Prohibited or Harmful Conduct: Immediate suspension or termination may occur if Shoparino8 reasonably determines that:
  1. Your account has been, or is likely to be, used for deceptive, fraudulent, unlawful, or otherwise harmful purposes;
  2. Your conduct or account activity has adversely affected, or may reasonably be expected to harm, customers, other sellers, or Shoparino8’s operations or reputation; or
  3. You have violated any applicable laws, Shoparino8’s policies, or operational guidelines.
• (d) For Legal or Regulatory Compliance: Shoparino8 may immediately suspend or terminate your account without prior notice if required to do so by applicable law, regulation, or order of a governmental authority.
• (e) Insolvency or Non-Operability: Shoparino8 may terminate this Agreement if you become insolvent, enter into bankruptcy proceedings, or are otherwise unable to continue business operations.

4.4 Notice of Suspension or Termination.

Shoparino8 will notify you of any suspension or termination via email, the Seller Dashboard, or other official communication channels, providing the reason(s) for such action and, where applicable, information on available appeal procedures. However, if providing notice could compromise an ongoing investigation, hinder fraud prevention, or enable circumvention of security measures, Shoparino8 may withhold or delay such notice at its discretion.

4.5 Effect of Termination.

Upon termination of this Agreement for any reason:

• All rights and licenses granted to you under this Agreement will immediately cease.
• You remain responsible for completing any outstanding transactions and fulfilling all obligations arising prior to termination.
• You remain liable for any unpaid fees, charges, or other obligations that accrued before or as a result of termination.
• Shoparino8 may retain transaction records, operational data, and account information as required by applicable law or for a reasonable period necessary to protect its interests and those of its users.

4.6 Survival of Provisions.

Provisions relating to fees, liabilities, indemnification, intellectual property, dispute resolution, confidentiality, limitation of liability, and data protection shall survive termination and continue to bind both parties to the extent necessary to give effect to their purpose.

5.1 Grant of License.

By participating in the Shoparino8 Seller Services, you hereby grant Shoparino8 and its affiliates a non- exclusive, worldwide, royalty-free, and fully sublicensable license—for the full duration of your intellectual property rights—to use, host, store, reproduce, adapt, publish, translate, distribute, transmit, publicly display, and otherwise make available any content, data, or materials you provide (“Seller Materials”).

Seller Materials include, but are not limited to:

• Product listings, images, descriptions, specifications, and pricing details;
• Marketing, promotional, and advertising content;
• Trade names, logos, and trademarks; and
• Other information, media, or materials submitted to or through the Shoparino8 platform.

This license is granted solely for the purposes of:

• (a) operating, improving, and maintaining the Shoparino8 marketplace and its related services;
• (b) displaying, promoting, and distributing your listings across Shoparino8 properties, partner networks, and affiliated marketing or advertising channels;
• (c) enabling and supporting related functions such as fulfillment, payment processing, analytics, or customer support; and
• (d) ensuring compliance with applicable laws, regulations, and operational standards.

5.2 Use of Seller Materials and Brand Elements.

Shoparino8 agrees not to alter your trademarks, trade dress, or brand identifiers beyond what is reasonably necessary for presentation, formatting, or technical integration, and any resizing or adaptation shall maintain the original proportions and integrity of your brand elements.

Upon your reasonable written request, Shoparino8 will promptly remove or discontinue specific uses of your Seller Materials, provided that such actions cannot be performed directly by you through the Seller Dashboard or other available platform tools.

5.3 Ownership and Intellectual Property Rights.

Nothing in this Agreement transfers ownership of your intellectual property. You retain all rights, title, and interest in and to your Seller Materials, including all associated copyrights, trademarks, and other proprietary rights.

The license granted to Shoparino8 is limited to the scope necessary to perform its services under this Agreement and does not create any ownership interest or exclusive rights in favor of Shoparino8 or its affiliates.

5.4 Legal and Permissible Use.

Nothing in this Agreement restricts Shoparino8’s right to:

• (a) use Seller Materials without your prior consent to the extent such use is permitted by applicable law (including fair use, referential use, or compliance obligations); or
• (b) continue using Seller Materials as necessary to complete pending transactions, resolve disputes, maintain historical transaction records, or comply with legal and regulatory requirements.

5.5 Feedback and Improvements.

If you provide Shoparino8 with any feedback, suggestions, recommendations, or other input regarding the Shoparino8 platform or related services (“Feedback”), you agree that such Feedback is provided voluntarily and without restriction. You hereby grant Shoparino8 and its affiliates a perpetual, worldwide, royalty-free, irrevocable, and sublicensable license to use, modify, reproduce, and incorporate such Feedback into any products, services, or technologies, without obligation or compensation to you.

6.1 Seller Representations and Warranties.

You represent and warrant that:

• (a) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction where you are registered;
• (b) you are fully competent, licensed, and qualified to operate your business and to list, market, and sell your products or services through the Shoparino8 Platform;
• (c) you have all requisite corporate power, authority, consents, and capacity to enter into this Agreement, to grant the rights, licenses, and authorizations contemplated herein, and to perform your obligations in full compliance with this Agreement;
• (d) all information, documents, and materials provided or made available by you to Shoparino8 (including listings, descriptions, or product data) are and will at all times be true, accurate, current, complete, and not misleading;
• (e) you are not subject to any sanctions or otherwise designated on any list of prohibited or restricted parties, and you are not affiliated with, owned, or controlled by any such prohibited or restricted party;
• (f) your participation in the Platform, and the performance of your obligations hereunder, do not and will not violate any applicable law, contract, covenant, policy, or other binding obligation;
• (g) none of the information, materials, or content provided or published by you on the Shoparino8 Platform shall be false, misleading, defamatory, illegal, harassing, infringing, libelous, slanderous, or otherwise unlawful, nor shall it breach any agreement with a third party or infringe or misappropriate any copyright, trademark, trade secret, moral right, right of publicity, or other proprietary right;
• (h) you qualify as a “trader” as defined under applicable law, meaning any natural or legal person who acts for purposes relating to their trade, business, craft, or profession, including those acting in the name or on behalf of a trader; and
• (i) you shall only offer, list, or provide products or services (“Seller Offerings”) that comply with all applicable laws, regulations, standards, and policies.

6.2 Good Faith and Fair Conduct.

You undertake to act in good faith and to refrain from:

• (a) engaging in any deceptive, fraudulent, malicious, or anti-competitive act toward Shoparino8, its users, or other sellers; and
• (b) engaging in any intentional, negligent, or reckless conduct that could disrupt, manipulate, or interfere with the normal operation or integrity of the Shoparino8 Platform, including but not limited to misuse of promotions, the creation or facilitation of fake reviews, fabricated transactions, or related-party sales intended to distort data or performance metrics.

6.3 Engagement with Buyers and Data Authorization.

Before providing any product or service to a Buyer, you undertake to ensure that the specific scope, terms, and delivery of your offering are clearly defined, and where applicable, that the Buyer consents to the processing of any personal data in accordance with data protection and privacy laws. You remain solely responsible for ensuring that all Buyer engagements and data handling activities comply with applicable legal and privacy requirements.

6.4 Protection of Platform Reputation and Interests.

You acknowledge that Shoparino8 has invested substantial effort, time, and expense to develop, maintain, and promote the Platform and related services. Accordingly, you agree not to, directly or indirectly, engage in or permit any act or omission that could reasonably be expected to harm the goodwill, brand, or reputation of Shoparino8 or its Platform, or otherwise violate any applicable law or policy.

6.5 Compliance with Regulatory Laws.

You represent, warrant, and undertake that you, as well as your employees, officers, agents, representatives, and professional advisers (“Personnel”), shall comply with all applicable laws relating to bribery, corruption, anti-money laundering, countering the financing of terrorism, and anti-slavery and human trafficking, as updated or amended from time to time (“Regulatory Laws”).

You further confirm that neither you nor any of your Personnel has:

• committed any offence under any Regulatory Laws;
• been notified of being subject to any investigation, inquiry, or legal proceedings relating to an alleged offence under Regulatory Laws; or
• become aware of any circumstance in your operations or supply chain that could give rise to such investigation or legal action.

You shall immediately notify Shoparino8 in writing upon becoming aware of, or having reason to believe, that you or any of your Personnel may have breached, or potentially breached, any obligation under this Section 6.5.

6.6 Notification and Cooperation Obligations.

You agree to promptly notify Shoparino8 in writing if any of your representations or warranties under this Section 6 become untrue, inaccurate, or misleading. Upon such notification, you shall cooperate in good faith with Shoparino8 to investigate, remedy, or mitigate any resulting issue or risk, including providing relevant records, corrective plans, or certifications as requested by Shoparino8.

7.1 Seller’s Indemnification Obligations.

The Seller shall defend, indemnify, and hold harmless Shoparino8, its affiliates, and each of their respective officers, directors, employees, agents, and representatives (collectively, the “Shoparino8 Indemnified Parties”) from and against any and all third-party Claims arising out of or relating to:

• (a) The Seller’s violation or alleged violation of any applicable law, regulation, or governmental order in connection with the use of the Shoparino8 Services;
• (b) The Seller’s Products, listings, advertisements, or Materials, including but not limited to their manufacture, labeling, packaging, storage, distribution, sale, shipment, delivery, cancellation, refund, or return, and any actual or alleged infringement, misappropriation, or violation of any third-party intellectual property or proprietary rights;
• (c) Any personal injury, death (except where caused solely by the negligence or misconduct of Shoparino8), or property damage related to the Seller’s Products or Materials;
• (d) Any breach or alleged breach of the Seller’s representations, warranties, or obligations under this Agreement; and
• (e) The Seller’s tax obligations, including any failure to collect, remit, report, or disclose taxes or duties, or any noncompliance with applicable tax registration requirements.

7.2 Shoparino8’s Indemnification Obligations.

Shoparino8 shall defend, indemnify, and hold harmless the Seller, its officers, directors, employees, and agents (collectively, the “Seller Indemnified Parties”) from and against any and all third-party Claims arising directly from:

• (a) Shoparino8’s material non-compliance with applicable laws or regulations in the operation of its Services; or
• (b) Allegations that the Shoparino8 platform, when used as intended and in accordance with this Agreement, infringes, misappropriates, or otherwise violates a third party’s intellectual property rights.

7.3 Indemnification Procedures.

Each party seeking indemnification (the “Indemnified Party”) shall promptly provide written notice to the other party (the “Indemnifying Party”) of any Claim for which indemnification may be sought, provided that failure to provide timely notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced thereby.

The Indemnifying Party shall assume the defense of such Claim with counsel reasonably acceptable to the Indemnified Party. The Indemnified Party may participate in the defense at its own expense. Neither party may settle, compromise, or consent to the entry of any judgment in connection with a Claim without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. However, either party may settle any Claim that is exclusively directed at and exclusively affects that party.

If the Indemnifying Party fails to assume or diligently pursue the defense of a Claim within thirty (30) days after receiving notice, the Indemnified Party may defend the Claim at the Indemnifying Party’s cost, and the Indemnifying Party shall remain fully liable for all associated losses, fees, and expenses.

7.4 Survival.

The indemnification obligations set forth in this Section shall survive the termination or expiration of this Agreement and shall continue to apply to any Claims arising out of acts, omissions, or events occurring prior to such termination or expiration.

8.1 Disclaimer of Warranties.

The Shoparino8 Platform, including all features, functionalities, content, software, APIs, data, and other materials made available through or in connection with the Services, is provided on an “as is” and “as available” basis.

To the fullest extent permitted by law, Shoparino8 and its affiliates expressly disclaim all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to:

• (a) Warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
• (b) Warranties arising from course of dealing, course of performance, or usage of trade; and
• (c) Any representations that the Platform or Services will be uninterrupted, error-free, secure, accurate, or meet the Seller’s expectations or business objectives.

Shoparino8 makes no guarantee that defects will be corrected or that the Platform will remain continuously operational, free from interruptions, technical issues, or system failures that may affect order processing, fulfillment, or transactions. Sellers use the Platform, their accounts, and all related tools at their own risk.

8.2 Limitation of Liability.

To the maximum extent permitted by law, Shoparino8, its affiliates, officers, directors, employees, agents, licensors, and contractors shall not be liable for:

• a) Any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, revenue, business, goodwill, reputation, anticipated savings, opportunity, or data, even if advised of the possibility of such damages; or
• b) Any damages resulting from delays, failures, interruptions, or loss of data caused by events or circumstances beyond Shoparino8’s reasonable control, including but not limited to acts of God, natural disasters, internet or system outages, power failures, cyberattacks, epidemics, strikes, labor disputes, civil unrest, or governmental actions.

In no event shall Shoparino8’s total aggregate liability, whether in contract, tort (including negligence), strict liability, or otherwise, arising out of or in connection with this Agreement or the use of the Services, exceed the total amount of Service Fees actually paid by the Seller to Shoparino8 during the twelve (12) months preceding the event giving rise to such liability.

8.3 General Release.

Because Shoparino8 is not a party to transactions or contractual relationships between Sellers and Buyers (or any other participants), any disputes, claims, or controversies arising between such parties shall be resolved solely between them. Each Seller hereby releases Shoparino8 and its affiliates, officers, directors, employees, and agents from any and all claims, demands, and damages (actual, consequential, or otherwise), known or unknown, suspected or unsuspected, arising out of or in any way related to such disputes or interactions.

8.4 No Waiver of Statutory Rights.

Nothing in this Section shall exclude or limit any warranty, liability, or right that cannot lawfully be excluded or limited under applicable law.

9.1 General Limitation.

To the fullest extent permitted by applicable law, Shoparino8, its affiliates, officers, directors, employees, agents, licensors, and contractors shall not be liable to the Seller or any third party, whether in contract, warranty, tort (including negligence), product liability, strict liability, or any other theory, for:

• (a) Any indirect, incidental, consequential, exemplary, punitive, or special damages;
• (b) Any loss of profits, revenue, business, data, savings, goodwill, or opportunity;
• (c) Any business interruption, reputational damage, or loss arising from delays, failures, or inability to access or use the Platform or Services; or
• (d) Any costs related to cover, recovery, or recoupment of investments made by the Seller or its affiliates in connection with this Agreement.

These exclusions apply even if Shoparino8 has been advised of the possibility of such damages or if such damages were foreseeable.

9.2 Aggregate Liability Cap.

In no event shall Shoparino8’s total cumulative liability, whether arising under contract, tort (including negligence), strict liability, or otherwise, exceed the total Service Fees actually paid by the Seller to Shoparino8 during the six (6) months immediately preceding the event giving rise to the claim.

If the claim relates to a specific Service, the liability cap shall be limited to the total amount paid for that specific Service within the same six-month period.

9.3 Force Majeure.

Shoparino8 shall not be liable for any failure or delay in performance of its obligations under this Agreement resulting from events or circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, strikes, labor disputes, epidemics, internet or system outages, power failures, or governmental actions.

9.4 Platform and Transactional Independence.

The Seller acknowledges and agrees that Shoparino8 is not a party to any transaction or contract between the Seller and its Buyers or any other user of the Platform. Any disputes, claims, or controversies arising from such transactions shall be resolved solely between those parties.

Accordingly, each Seller releases Shoparino8 and its affiliates, officers, directors, employees, and agents from all claims, demands, or damages of any kind, known or unknown, arising out of or in any way connected with such disputes.

9.5 Survival.

The limitations and exclusions of liability set forth in this Section shall survive termination or expiration of this Agreement and continue to apply to any claims arising from acts or omissions occurring prior to such termination.

10.1 Insurance Requirement.

To protect both Sellers and the integrity of the Shoparino8 Platform, Sellers may be required to maintain adequate insurance coverage based on their sales volume, business category, or level of operational risk.

If the Seller’s gross proceeds from transactions through Shoparino8 exceed the applicable insurance threshold determined by Shoparino8, the Seller shall, within thirty (30) days of exceeding such threshold, obtain and maintain at its own expense commercial general liability insurance for the remainder of its participation on the Platform.

Such insurance must include, at a minimum:

• (a) Product liability coverage, including coverage for completed operations;
• (b) Bodily injury and property damage liability; and
• (c) Adequate policy limits per occurrence and in the aggregate sufficient to reasonably cover the risks associated with the Seller’s products, operations, and business activities.

10.2 Additional Insured and Proof of Coverage.

The Seller’s insurance policy shall expressly name Shoparino8, its affiliates, officers, directors, and representatives as additional insureds for the full duration of coverage.

Upon Shoparino8’s written request, the Seller must promptly provide:

• (a) A valid and current certificate of insurance;
• (b) A copy of the full insurance policy; or
• (c) Other documentation reasonably required to verify compliance with this Section.

Failure to provide proof of coverage within the specified timeframe may result in suspension, withholding of disbursements, or termination of the Seller’s account.

10.3 Purpose and Responsibility.

This insurance requirement is intended to ensure that Sellers remain financially responsible for claims, losses, or damages arising from their products, services, or operations.

Maintaining insurance does not limit, reduce, or transfer the Seller’s direct legal obligations to customers, regulators, or third parties. Sellers remain fully liable for any harm or loss caused by their business activities, products, or conduct.

10.4 Adjustments to Requirements.

Shoparino8 reserves the right, at its sole discretion, to:

• (a) Modify the insurance thresholds, coverage limits, or verification procedures to align with industry standards, regulatory changes, or evolving risk conditions;
• (b) Require additional or specialized forms of insurance for specific product categories or business models; or
• (c) Request updated proof of insurance at any time to ensure ongoing compliance.

10.5 Non-Compliance.

Failure to obtain or maintain the required insurance, or to provide timely verification upon request, constitutes a material breach of this Agreement and may result in the suspension or termination of the Seller’s access to the Platform and withholding of payments until full compliance is achieved.

11.1 Seller’s Tax Responsibility.

As between the Seller and Shoparin.o8, the Seller shall be solely responsible for the calculation, collection, reporting, and remittance of all applicable taxes arising from the sale of goods or services on the Platform.

These include, but are not limited to, sales tax, value-added tax (VAT), goods and services tax (GST), use tax, excise duties, customs fees, import/export charges, and income or business taxes imposed by any governmental authority in any relevant jurisdiction.

The Seller must comply with all applicable tax laws, regulations, and filing requirements and shall maintain accurate records necessary to demonstrate compliance with such obligations.

11.2 Platform Role and Limitations.

Unless otherwise required by applicable law or expressly agreed in writing, Shoparino8 does not collect, report, or remit taxes on behalf of Sellers.

However, Shoparino8 may, at its discretion or as mandated by law, implement automated tax calculation, collection, or remittance tools.

If such tools are used, the Seller remains ultimately responsible for verifying the accuracy and appropriateness of the tax rates, jurisdictions, and amounts applied to their transactions.

Shoparino8 shall not be liable for any errors, omissions, or penalties resulting from the Seller’s reliance on automated tax systems or inaccurate tax reporting.

11.3 Fees and Withholding.

All fees, commissions, subscriptions, and other payments made by the Seller to Shoparino8 are exclusive of any applicable taxes, deductions, or withholdings.

The Seller agrees to pay all amounts due to Shoparino8 in full, without setoff or deduction, except where withholding is required by law.

If such withholding is legally required, the Seller shall gross up the payment so that Shoparino8 receives the full amount it would have received absent such deduction.

If Shoparino8 is legally obligated to withhold or remit taxes on behalf of the Seller, the Seller hereby authorizes Shoparino8 to:

• (a) Deduct such taxes directly from the Seller’s account balance or payouts; and
• (b) Require the Seller to promptly deposit additional funds if the balance is insufficient to cover the required remittance.

11.4 Compliance and Enforcement.

The Seller agrees to comply at all times with Shoparino8’s Tax Policies and all applicable tax obligations under local, national, and international law.

Shoparino8 reserves the right to:

• (a) Suspend or withhold payouts pending verification of tax compliance;
• (b) Request supporting tax documentation from Sellers, including registration certificates, filings, or declarations; and
• (c) Take corrective or enforcement action, including account suspension or termination, in cases of suspected tax evasion, misrepresentation, or non-compliance.

11.5 Cooperation with Authorities.

The Seller agrees to cooperate fully with Shoparino8 and relevant tax authorities in any audit, inquiry, or regulatory review concerning taxes related to transactions conducted on the Platform.

Shoparino8 may, to the extent permitted by law, share relevant transaction or account information with tax authorities if required to ensure compliance.

12.1 Definition and Scope.

In the course of using the Shoparino8 Platform or Services, you may gain access to Confidential Information, which includes but is not limited to: business operations, technical data, pricing information, product or service strategies, algorithms, customer details, financial information, intellectual property, and any other non-public information disclosed by Shoparino8, its affiliates, or users.

Confidential Information does not include information that:

• (a) is or becomes publicly available through no fault of yours;
• (b) was lawfully known to you before disclosure;
• (c) is lawfully received from a third party without breach of confidentiality; or
• (d) is independently developed without use of Shoparino8’s Confidential Information.

12.2 Confidentiality Obligations.

You agree that, during the term of this Agreement and for five (5) years following termination, you will:

• (a) Treat all Confidential Information as the exclusive property of Shoparino8 or its licensors;
• (b) Use such information solely for purposes directly related to your authorized participation in the Shoparino8 Platform;
• (c) Not disclose any Confidential Information to third parties except where disclosure is legally required and, in such cases, only to the extent necessary and with notice of its confidential nature;
• (d) Implement and maintain appropriate administrative, physical, and technical safeguards to protect against unauthorized access, disclosure, loss, or misuse; and
• (e) Retain Confidential Information only as long as necessary to fulfill the legitimate business or statutory purposes for which it was provided, after which it must be securely deleted or destroyed.

This confidentiality obligation does not restrict your right to disclose information to a governmental or regulatory authority with jurisdiction over your activities, provided you limit such disclosure to what is legally required.

12.3 Personal Data and Transaction Information.

• (a) Customer Personal Data — You must treat all customer personal data as strictly confidential and handle it in compliance with all applicable privacy and data protection laws. The five-year confidentiality term does not apply to personal data, which must be safeguarded indefinitely.
• (b) Permitted Use — You may process personal data only to the extent necessary to fulfill a specific transaction or service requested by the customer. Any other processing, including resale, profiling, or marketing without consent, is strictly prohibited.
• (c) Data Security — You are responsible for implementing appropriate encryption, access control, and backup procedures to protect personal data and your business materials from unauthorized access or loss. Shoparino8 is not responsible for any unauthorized access or data loss resulting from your configuration errors, negligence, or third-party actions.
• (d) Data Breach Notification — If you become aware of any actual or suspected breach, loss, or unauthorized access involving customer personal data or platform information, you must notify Shoparino8 within 24 hours of discovery and take all necessary corrective and remedial actions immediately.
• (e) Compliance and Audit — Shoparino8 may monitor, audit, or inspect your data handling practices to verify compliance with these Terms. You agree to cooperate with any such review or investigation.

12.4 Access and Use Limitations.

You may only access or use transaction or user data when expressly authorized and necessary to perform your legitimate services on the platform.

You must not modify, disclose, or interfere with any user account, data, or platform operation except as authorized in writing by Shoparino8.

You shall ensure that any third party or subcontractor who has access to Confidential Information or personal data is bound by written obligations at least as protective as those contained in this Section.

12.5 Public Communications and Brand Usage.

You may not issue any press release, public statement, or marketing communication that references Shoparino8, nor use its name, logo, trademark, or branding, without prior written approval.

Any misrepresentation of your relationship with Shoparino8 or unauthorized use of its intellectual property is strictly prohibited and may result in account suspension or legal action.

16.1 Right to Modify.

Shoparino8 reserves the right to update, revise, or modify this Agreement, including any applicable Service Terms, Program Policies, or operational guidelines, from time to time. Such modifications are intended to maintain compliance, improve platform functionality, or enhance the overall user experience, and will not constitute the formation of a new contract unless expressly stated.

16.2 Advance Notice of Changes.

Unless otherwise required for immediate implementation under Section 16.3, Shoparino8 will provide reasonable advance notice of any material modification—typically at least fifteen (15) days prior to the effective date—through one or more official communication channels, including but not limited to:

• Email notifications sent to your registered address;
• Alerts or dashboard messages within your Seller or Partner Account; or
• Posted updates to the Terms of Use page on the Shoparino8 website or app.

You are encouraged to review such notices carefully to ensure continued compliance and understanding of your obligations.

16.3 Immediate Modifications.

Shoparino8 may, at its discretion, implement modifications with immediate effect in situations where advance notice is impractical or where such action is necessary to:

• (a) Comply with legal, regulatory, or governmental directives;
• (b) Prevent or mitigate fraud, abuse, or security risks;
• (c) Address urgent technical or operational issues affecting platform integrity;
• (d) Update, enhance, or discontinue platform features or services, provided such changes do not materially impair your ability to access core functionalities; or
• (e) Restrict or remove listings, content, or activities that are unlawful, deceptive, unsafe, offensive, or otherwise detrimental to the Shoparino8 ecosystem.

All such modifications will be communicated promptly and in accordance with this Section.

16.4 Effect of Modifications.

Continued access to or use of the Shoparino8 platform or any related services following the effective date of any modification constitutes your acceptance of the updated terms. If you do not agree with any modification, your sole and exclusive remedy is to discontinue use of the Services and terminate your account in accordance with Section 17 (Termination).

16.5 Publication and Transparency.

Shoparino8 will make all current versions of this Agreement publicly available at the Terms of Use section of its website and within the Settings or Legal Information area of its mobile application. Each version will include the effective date to ensure transparency and traceability

17.1 Account Creation and Access.

To access and use the Shoparino8 platform, seller dashboard, or any related tools and services, you may be required to create an account or be issued login credentials, including a username and password. These credentials are provided solely for your use during the term of this Agreement and are intended exclusively to facilitate your participation in Shoparino8 programs, manage your listings and transactions, and review your account activity.

17.2 Account Information Accuracy.

You agree to provide true, accurate, complete, and current information when registering your account, and to promptly update such information as necessary to maintain its accuracy. Shoparino8 reserves the right to verify, approve, reject, suspend, or terminate any account registration at its sole discretion.

17.3 Confidentiality and Responsibility.

You are solely responsible for maintaining the confidentiality and security of your password, account information, and any related access credentials. You must not share, disclose, assign, or transfer your password or account access to any unauthorized individual or third party.

If you authorize designated personnel within your organization to access your account, you remain fully liable for all actions taken under your credentials, whether or not such actions were expressly authorized by you.

17.4 Unauthorized Access and Security Breach.

If you suspect or become aware that your password or account has been lost, stolen, compromised, or accessed without authorization, you must:

• (a) immediately reset your password; and
• (b) promptly notify Shoparino8 through official support channels.

Shoparino8 reserves the right, at its discretion and without prior notice, to suspend, reset, or restrict access to your account to protect system integrity, prevent fraud, or mitigate potential risks.

17.5 Restrictions and Prohibited Use.

You may not create or use an account if you have been permanently suspended or banned from any Shoparino8 service. You may not use another person’s name, identity, or trademark as your username without proper authorization, nor impersonate any individual or entity. Unauthorized use or transfer of an account constitutes a material breach of this Agreement.

17.6 Liability Disclaimer.

You acknowledge and agree that the security of your account and password is your sole responsibility. Shoparino8 shall not be liable for any loss, damage, or unauthorized activity resulting from your failure to safeguard your credentials, your negligence, or any actions of persons you have authorized to access your account.

18.1 Compliance with Trade and Export Laws.

By accessing and using the Shoparino8 platform, you agree to comply fully with all applicable trade, export control, import, and economic sanctions laws, regulations, and orders in every jurisdiction where you operate or conduct business.

This includes, but is not limited to, laws administered by:

• The United Nations;
• The United States Departments of State, Treasury, and Commerce;
• The European Union and its member states;
• The United Kingdom; and
• Any other relevant governmental or regulatory authority with jurisdiction over export and trade activities.

You shall not directly or indirectly export, re-export, transmit, ship, or otherwise make available any goods, software, technology, data, or materials obtained through Shoparino8 to any destination, individual, organization, or entity that is subject to trade restrictions, embargoes, or sanctions under any applicable law.

18.2 Prohibited Destinations and Parties.

You represent and warrant that neither you, your business, nor any of your affiliates, officers, directors, or controlling entities are:

• (a) Located in, organized under, or operating from any country or region subject to comprehensive trade embargoes or sanctions (including, without limitation, Iran, Syria, Cuba, North Korea, and the Crimea, Donetsk, and Luhansk regions of Ukraine);
• (b) Listed on any government-issued list of prohibited or restricted parties (such as the U.S. Treasury Department’s Specially Designated Nationals and Blocked Persons List, the EU Consolidated List, or equivalent lists maintained by the United Nations or other authorities); or
• (c) Engaged in or facilitating any transaction or activity that would expose Shoparino8, its affiliates, or its partners to penalties, enforcement actions, or reputational harm under applicable laws.

18.3 Representations and Ongoing Obligations.

You further represent and warrant that you and your affiliates:

• (a) Have not previously violated any applicable trade or export control law;
• (b) Are not the subject of, and are not owned or controlled by any person or entity that is the subject of, any sanctions investigation or enforcement proceeding; and
• (c) Will promptly notify Shoparino8 if you or any of your affiliates become subject to any investigation, restriction, or designation under export control or sanctions laws.

18.4 Licenses and Authorizations.

You are solely responsible for obtaining and maintaining, at your own cost, all necessary export or import licenses, permits, and authorizations required for the transfer, sale, or distribution of any goods, software, or technology through the Shoparino8 platform.

18.5 Right to Restrict or Terminate Access.

Shoparino8 reserves the right, in its sole discretion and without prior notice, to suspend, restrict, or terminate any account, transaction, or activity that it reasonably believes may violate applicable export control, sanctions, or trade compliance laws. Shoparino8 may also report suspected violations to relevant regulatory or enforcement authorities.

18.6 Consequences of Non-Compliance.

Failure to comply with this Section may result in immediate account termination, forfeiture of funds, civil or criminal liability, and notification to appropriate government agencies. You agree to indemnify and hold harmless Shoparino8, its affiliates, and representatives from any claim, loss, or penalty arising out of your breach of this Section.

19.1 Governing Law.

This Agreement and all related matters shall be governed by and interpreted in accordance with the laws of the jurisdiction designated by Shoparino8 (“Governing Law”), without regard to any conflict-of- law principles or the United Nations Convention on Contracts for the International Sale of Goods.

19.2 Dispute Resolution and Arbitration.

Any dispute, claim, or controversy arising out of or relating to this Agreement, your use of the Services, or any transaction conducted through the Shoparino8 platform shall be resolved primarily through binding arbitration before a neutral arbitrator in the Governing Jurisdiction, unless otherwise required by law.

The arbitration shall be conducted under the rules of a recognized arbitration institution applicable in the Governing Jurisdiction.

The arbitrator shall have authority to grant all remedies available in court, including injunctive or equitable relief.

Proceedings shall be conducted strictly on an individual basis; class, consolidated, or representative actions are not permitted

Exceptions:

• (a) Either party may bring an eligible claim in small claims court, if applicable.
• (b) Either party may seek relief in court solely to protect or enforce its intellectual-property rights.
• (c) Shoparino8 may initiate legal action in any competent court in cases involving counterfeit goods, fraud, or other unlawful activities.

By entering into this Agreement, both parties expressly waive the right to a trial by jury in any permitted court action.

19.3 Assignment and Transfer of Rights.

You may not assign, transfer, or delegate this Agreement, in whole or in part, whether by operation of law or otherwise, without Shoparino8’s prior written consent. Any unauthorized assignment is null and void.

Shoparino8 may assign or transfer this Agreement, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, sale of assets, or to any affiliate. Upon such assignment, the assignee shall be deemed substituted for Shoparino8 as a party to this Agreement. This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns.

19.4 Notices and Communications.

Shoparino8 may provide notices or communications to you through the seller dashboard, by email, text message, or other electronic means associated with your account. You are responsible for maintaining current and accurate contact information at all times.

All notices to Shoparino8 must be sent through the designated seller-support channels or other contact methods specified on the platform. By using our Services, you consent to receive all contractual, legal, and policy notices electronically.

19.5 Relationship of the Parties.

Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties. Neither party has authority to bind or obligate the other except as expressly provided in this Agreement.

19.6 No Third-Party Beneficiaries.

Except as expressly stated herein, this Agreement does not confer any rights or benefits on any person or entity other than the parties to it.

19.7 Severability.

If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

19.8 Waiver.

No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy. A waiver must be in writing and signed by the waiving party to be effective.

19.9 Entire Agreement.

This Agreement, together with all applicable Service Terms, Program Policies, and any documents expressly incorporated herein by reference, constitutes the entire understanding between you and Shoparino8 regarding the Services and supersedes all prior or contemporaneous agreements, communications, and representations, whether oral or written.

19.10 Translations.

Translations of this Agreement are provided for convenience only. In the event of any conflict or inconsistency, the English version shall prevail and control.

19.11 Reservation of Rights.

Shoparino8 reserves the right, at its sole discretion, to suspend, restrict, or terminate access to any Service, listing, or account to protect the platform, its users, or to enforce compliance with applicable laws or Program Policies.

1. Product Listings and Orders

1.1 Product Information and Accuracy.

As a Seller on the Shoparino8 Marketplace, you are required to provide accurate, complete, and up-to-date information for each product or service you list. This includes, but is not limited to, product names, descriptions, specifications, pricing, images, and any mandatory regulatory or safety information. You must promptly update any product details whenever changes occur to ensure that all information displayed to customers remains truthful, reliable, and complete.

1.2 Product Standards and Legal Compliance.

You must ensure that all products offered for sale, including their packaging, labeling, and accompanying materials, comply with all applicable laws, regulations, and industry standards. This includes, where relevant, age restrictions, product safety requirements, environmental labeling, and consumer protection laws.

Your product listings and all related content (“Seller Materials”) must be lawful, honest, and non-misleading. Seller Materials may not contain or promote:

• Sexually explicit, defamatory, obscene, or otherwise offensive content;
• False, exaggerated, or deceptive claims; or
• Any form of content that infringes intellectual property or other third-party rights.

1.3 Restricted and Prohibited Listings.

You are strictly prohibited from listing or attempting to sell products that are identified under Shoparino8’s Excluded or Restricted Products Policy. Shoparino8 reserves the right to determine whether a listing violates these policies and to remove or restrict such listings at its sole discretion.

1.4 Branding, Links, and Off-Platform Content.

Sellers may not include external website links, URL marks, or references to off-platform identifiers within their product listings, promotional materials, or customer communications unless expressly authorized under Shoparino8’s Program Policies. All promotional content must remain within the scope of the Shoparino8 platform and its approved marketing guidelines.

1.5 Product Warnings and Regulatory Notices.

If your product requires a legally mandated warning or notice (such as health, chemical exposure, or region-specific safety warnings), you must:

• (a) Provide Shoparino8 with the exact warning text and details in the format required under applicable Seller Policies;
• (b) Acknowledge that Shoparino8’s display of such warning information on the product detail page constitutes confirmation of your compliance; and
• (c) Request removal or modification of a warning only after confirming that the legal obligation for such warning no longer applies.

2. Product Listings, Merchandising, and Order Processing

2.1 Product Listings and Merchandising Authorization.

By participating in the Shoparino8 Selling Program, you authorize Shoparino8 to list, display, advertise, and promote your products and services across the Shoparino8 Marketplace, its affiliated sites, and associated marketing channels.

2.2 Ratings, Reviews, and Performance Feedback.

Shoparino8 may implement systems that allow customers and users to rate your products and provide feedback on your performance as a seller. Such ratings and feedback may be publicly displayed and used to evaluate product quality, delivery reliability, and service responsiveness.

2.3 Order Processing and Fulfillment.

When a customer places an order for one of your products, Shoparino8 will provide you with the necessary Order Information to process and fulfill the transaction. You are solely responsible for:

• Preparing, packaging, and shipping the ordered products in accordance with Shoparino8’s fulfillment and delivery standards;
• Ensuring that orders are fulfilled promptly, accurately, and in good condition; and
• Maintaining full compliance with all applicable laws, including consumer protection and logistics regulations.

2.4 Payment Collection and Disbursement.

All customer payments for orders placed through Shoparino8 will be collected and processed exclusively by Shoparino8 (or its designated payment partners) on your behalf. Shoparino8 retains the sole right to manage payments, refunds, cancellations, chargebacks, and adjustments arising from such transactions.

2.5 Performance Review and Corrective Actions.

Shoparino8 continuously monitors seller performance metrics, including order accuracy, delivery timeliness, cancellation rates, and customer satisfaction. If performance issues, policy breaches, or patterns of misconduct are identified, Shoparino8 may take corrective actions.

3. Shipping, Handling, and Seller Responsibilities

As a Seller on Shoparino8, you bear full responsibility for the shipping, handling, and delivery of all products sold through the platform, unless otherwise stated under a specific Shoparino8-managed fulfillment program. You are required to establish, manage, and clearly communicate your shipping and handling charges in compliance with Shoparino8’s Seller Policies and applicable consumer protection laws.

Your shipping rates must be fair, transparent, and reflective of the actual cost of delivery. Misrepresenting or inflating shipping charges, concealing additional fees, or otherwise misleading customers regarding total purchase costs is strictly prohibited.

4. Credit Card Fraud, Transaction Risks, and Unpaid Invoices

For all transactions conducted through the Shoparino8 Marketplace, you, the Seller, bear full responsibility for any losses or liabilities arising from fraudulent activity, chargebacks, unauthorized payment use, or unpaid customer invoices. This includes, but is not limited to, transactions involving stolen credit cards, disputed charges, or customer defaults.

5. Sale, Fulfillment, Returns, and Refunds

As a Seller on the Shoparino8 Marketplace, you are solely responsible for sourcing, listing, packaging, selling, shipping, and fulfilling your products, unless you are enrolled in and using Shoparino8’s Fulfillment Services. All risks, costs, and liabilities associated with these activities rest entirely with you.

6. Cancellations, Returns, and Refunds

As a Seller on the Shoparino8 Marketplace, you are solely responsible for handling all order cancellations, returns, refunds, and adjustments related to your Seller-Fulfilled Products. These must be managed promptly, fairly, and in full compliance with:

• The Shoparino8 Return and Refund Policy Agreement, and
• All applicable consumer protection and e-commerce laws.

7. Product Issues, Delivery Errors, and Recalls

As a Seller on the Shoparino8 Marketplace, you are solely responsible for all matters related to the performance, quality, and delivery of your products. This includes, but is not limited to, any non-performance, late delivery, non-delivery, misdelivery, theft, product damage, or other fulfillment errors arising from your sales and shipping activities.

8. Claims, Disputes, Chargebacks, and Governing Law

If a customer files a complaint, claim, or dispute relating to the listing, sale, delivery, or performance of your products, you are solely responsible for addressing and resolving the matter promptly and professionally.

9. Compensation and Fees

As a Seller on the Shoparino8 Marketplace (“Platform”), you agree to pay all applicable fees, charges, and other amounts owed to Shoparino8 as outlined in this Agreement, the Shoparino8 Fee Structure Table, and any related Program Policies. All fees are non-refundable unless expressly stated otherwise.

10. Remittance of Sales Proceeds & Refunds

The Seller is solely responsible for managing all Sales Proceeds, refunds, and financial obligations arising from their transactions conducted on the Shoparino8 Marketplace. Shoparino8 functions solely as a payment intermediary between the Seller and the Buyer and shall not be held liable for disputes, chargebacks, errors, or delays resulting from the Seller’s actions, omissions, or inaccurate account information.

11. Shoparino8’s Platform and Services

Shoparino8 reserves the exclusive right to control and manage all aspects of its platform, including its websites, applications, and services. This includes, without limitation, the design, layout, features, functionality, availability, permitted content, and suitability of any product or listing within the Shoparino8 Marketplace.

12. Ongoing Seller Guarantees

To ensure compliance with applicable laws and regulations, you, as a Seller, provide the following continuing guarantees regarding certain categories of regulated products:

12.1 Pesticides and Other Regulated Chemicals

If any of your products are classified as a “pesticide” or otherwise regulated under the U.S. Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”) or its implementing regulations, you guarantee that, at all times:

• (a) You are a legal resident or an authorized business entity operating within the United States.
• (b) Each such product offered, sold, shipped, or otherwise delivered by you:
• (c) Is lawfully registered with the U.S. Environmental Protection Agency (EPA), or is explicitly exempt from FIFRA registration requirements, at the time of sale, shipment, or delivery;
• (d) Complies with all applicable FIFRA requirements and implementing regulations; and
• (e) Is supplied in its original, unbroken, and sealed packaging.

12.2 Foods, Drugs, Medical Devices, and Cosmetics

If any of your products are classified as a “food,” “drug,” “medical device,” or “cosmetic” under the U.S. Federal Food, Drug, and Cosmetic Act (“FFDCA”) or its implementing regulations, you guarantee compliance with all applicable laws.

13. Fulfillment Services

All fulfillment for products sold on Shoparino8 is managed solely and directly by the Seller. You are responsible for the storage, handling, packing, and shipping of all units of your products, as well as for managing inventory, processing orders, and ensuring timely delivery to customers.

You agree to indemnify and hold Shoparino8 and its affiliates harmless from any claims, liabilities, or losses arising from your fulfillment activities, including shipping errors, lost or damaged products, customs issues, or non-compliance with applicable laws.

1. Payment Processing Authorization

1.1 Appointment of Payment Agent

For non-invoiced transactions, you authorize Shoparino8 Payments (or its designated affiliates) to act as your authorized payment agent. This authorization includes, but is not limited to:

• Processing payments, refunds, and adjustments for sales of your products.
• Receiving and holding sales proceeds on your behalf until settlement.
• Remitting funds to your registered bank account.
• Charging your designated payment method for fees, commissions, or other amounts owed.

1.2 Buyer Payment and Funds Remittance

When a buyer completes a purchase through the Shoparino8 platform, the buyer’s payment obligation to you is considered satisfied once Shoparino8 (or its authorized payment agent) receives the sales proceeds. Shoparino8 will remit net funds to you according to the disbursement schedule in this Agreement.

2. Remittance of Funds

In accordance with the General Terms of this Agreement, Shoparino8 Payments (or its designated affiliates) will remit sales proceeds to you under the conditions of available balance, deductions for fees and taxes, and rights to withhold or offset funds for disputes or risks.

3. Seller Funds and Verification

3.1 Holding of Funds

Sales proceeds from your transactions (“Seller Funds”) will be maintained in a designated Shoparino8 Payments account on your behalf. These funds represent an unsecured contractual claim against Shoparino8 Payments and do not constitute a deposit or insured account.

3.2 Legal Safeguards

To the extent required by applicable law, Shoparino8 Payments will segregate Seller Funds from its own corporate assets and refrain from using them for corporate debts.

3.3 Verification of Identity

Shoparino8 may require you to provide financial, business, or personal information at any time to verify your identity. Providing accurate verification is a condition precedent for continued disbursements.

4. Dormant or Inactive Accounts

If your Seller Account shows no activity for a period defined by applicable unclaimed property laws, and Sales Proceeds remain in your account, Shoparino8 may classify your account as dormant. If you do not respond to notices, Shoparino8 will comply with applicable laws by transferring your Sales Proceeds to the state of record.

1. Description of the Partner APIs

The Shoparino8 Partner APIs enable your systems and applications to connect with certain tools, features, and services made available by Shoparino8. These terms apply exclusively to your use of the Partner APIs, unless otherwise stated.

2. Authorized Developer Access

You may grant access to approved third parties (“Developers”) who build or maintain applications that utilize the Partner APIs, provided they are registered with Shoparino8 and have agreed to the Developer Agreement.

3. Direct Use and Application Development

If you intend to use the Partner APIs directly or develop a software solution, integration, or website that connects with the APIs or related API Materials (an “Application”), you must first register with Shoparino8 as a Developer.

4. API Materials

Shoparino8 may provide API Materials, which may include documentation, software libraries, data, code samples, and other supporting content. These materials are provided to assist your systems in interacting with the Partner APIs and are subject to these Terms.

5. Use of Public or Open Source Software

Some API Materials may consist of open source or public software (“Public Software”). Such components may be governed by a separate license. All other non-license obligations of this Agreement remain in effect unless explicitly prohibited by the applicable open-source license.

6. Liability for Developer Actions

You are fully accountable for ensuring that any Developer you authorize complies with these Terms. Any misuse, violation, or unauthorized disclosure by a Developer will be treated as a breach by you.

7. License and Confidentiality

Shoparino8 grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license for the term of this Agreement, allowing you to authorize approved Developers to access and use Confidential Information and Your Materials solely through the Shoparino8 Partner APIs.

You shall maintain all Confidential Information strictly confidential and use it only to the extent necessary to support your use of the Partner APIs.

8. Restriction on Direct Access

For clarity, these Shoparino8 API Terms do not grant you permission to access or use the Shoparino8 Partner APIs directly, nor to install, copy, duplicate, distribute, or otherwise utilize any API Materials. Direct use is permitted only for authorized Developers.

9. Account Identifiers and Credentials

You must use the account IDs, App_key, App_secret, and other authentication credentials provided by Shoparino8 to authorize Developers. You are responsible for maintaining their confidentiality and security.

10. Security of Your Materials and Confidential Information

You are fully responsible for controlling and authorizing access to the Shoparino8 APIs on your behalf and for implementing appropriate security measures to protect all confidential information and materials.

11. Termination of Access

The term of these Terms begins on the Effective Date and continues until terminated by you or Shoparino8. Shoparino8 may limit, suspend, or terminate your access to the APIs, API Materials, or Platform Services for convenience, with at least thirty (30) days’ prior notice. Immediate termination may occur if you breach terms, engage in unlawful conduct, or become insolvent.