SHOPMY END USER LICENSE AGREEMENT AND TERMS OF SERVICE

Hosting

ShopMy operates as an intermediary platform that connects third-party retailers, advertisers, and other businesses (“Merchants”) with individuals or entities that promote, endorse, or advertise products and services (collectively, "influencers,” “creators,” or “you”) Our primary role is to facilitate a relationship between Merchants and influencers or creators, allowing for a seamless exchange of promotional opportunities, commissionable sales, and other collaborative interactions.

Registration

To create a ShopMy creator account, you must apply through the Services. Approving a proposed account, and suspending or terminating approval of an existing account, is at ShopMy’s sole discretion. You must provide accurate, current, and complete information during the registration process and keep your account up to date. You also agree to continuously update and ensure the accuracy of your account information throughout the duration of your use of the Services. You are responsible for maintaining the confidentiality of your account and password.

If you create or administer an account on behalf of a company, organization, or other legal entity, you represent, warrant, and covenant that (a) you have full legal authority to bind that entity to these Terms, (b) all references to “influencer,” “creator,” or “you” in these Terms will be deemed to include such entity, and (c) you will ensure that only authorized personnel access your credentials.

If you simply want to browse the Site and/or current ShopMy “shops” without creating an account, there is no need to register or apply.

Agreement

By using the Services as an influencer or creator, you agree to these Terms. If you do not agree with any part of these Terms, you must not use our Services. You shall ensure that all individuals and entities under your control or acting on your behalf, including employees, contractors, representatives, and affiliates, fully comply with the restrictions set forth in this Agreement. You are responsible for any breach of this Agreement by any such persons or entities.

Identification

By using our Services and submitting an application for an account, you represent and warrant that the third-party social media and other accounts listed in your application belong to you. You further acknowledge and agree that we reserve the right to request additional information or documentation from you to verify your identity. This may include, but is not limited to, government-issued identification documents, proof of address, or any other relevant identification information.

Age of Users

Children under the age of 13 may not use the Services and parents or legal guardians shall not agree to these Terms on their behalf. If we become aware that a child under 13 has provided or attempted to provide us with personal information, we will use our commercially reasonable efforts to remove the information permanently from our files.

If you are under the age of 18 but at least 13 years of age, you may use the Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian agreeing to these Terms for the benefit of a child between the ages of 13 and 18, you represent, warrant, and agree that you are fully responsible for his or her use of the Services, including all financial charges and legal liability that may arise.

If you are located in the European Economic Area (EEA), the United Kingdom (UK), or Switzerland, you must meet the minimum age of digital consent required by applicable data protection laws or obtain verifiable parental or guardian consent as required by law.

ShopMy Privacy Policy

Your use of the Services signifies your continuing consent to our Privacy Policy, as updated from time to time, which is incorporated herein by reference and which you can examine any time by clicking on the "Privacy" link on the Site.

Personal information that you supply to ShopMy, and any information about your use of the Services that we obtain will be subject to such Privacy Policy.

Changes to the Services

We may discontinue or change any content, service, function, or feature of the Services at any time with or without notice.

Proper Use of This Site

You may access and use the Services solely in accordance with this Agreement and all applicable laws and regulations. Any use, reproduction, distribution, or exploitation of the Site (including its contents) or the Services that is not expressly permitted herein is strictly prohibited and constitutes a material breach of this Agreement.

You agree that systematic retrieval of data from the Services without ShopMy’s express written permission is strictly prohibited. You shall not: (i) use any program, spider, “bot,” or other automatic device to gather or “harvest” information from the Services; (ii) engage in the practices of “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Services; (iii) use, frame or otherwise enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of ShopMy or its affiliates; (iv) use any meta tags or any other “hidden text” utilizing ShopMy’s name or trademarks without our express written consent; (v) use any device, software or routine to bypass any code which may be included in the Services to prevent you from breaching the obligations in this Section or to interfere or attempt to interfere with the proper working of the Services; (vi) take any action that imposes an unreasonable or disproportionately large load on our or our host’s infrastructure; (vii) knowingly provide false information to sabotage or otherwise negatively affect the Services; (viii) reverse engineer, disassemble or decompile any ShopMy prototypes or software, nor any other systems, information, materials or objects which are provided to you or to which you are granted access hereunder; or (ix) register, purchase, or use any Internet domain name that contains, is confusingly similar to, or incorporates in whole or in part the words “ShopMy,” “ShopMyShelf,” “Shop My Shelf,” any ShopMy trademark, or any misspelling or phonetic equivalent thereof.

You are expressly prohibited from using the Services, including its commission rates, tracking infrastructure, attribution tools, analytics, data, and any related services or technology, to directly or indirectly compensate, subsidize, or otherwise provide monetary or non-monetary benefits, to any influencer, creator, consumer, or third party who is not using the Services through a direct and approved contractual relationship with ShopMy. This prohibition includes, without limitation: (i) onboarding influencers, creators, or publishers onto any separate platform, application, or network that you own, operate, or represent, and providing compensation, subsidies, or benefits to them using ShopMy commission rates, tracking, payout structures, or any part of the Services; (ii) offering or funding cashback, rebates, loyalty programs, or other consumer incentives using commissions or other benefits derived from the Services; (iii) acting, directly or indirectly, as a proxy, intermediary, sub-affiliate, or technology provider to extend the use of or access to the Services to any third party; or (iv) facilitating any prohibited activity under this paragraph through technical, financial, contractual, or other indirect means, including white-label arrangements, service integrations, APIs, software tools, or business relationships. These restrictions apply regardless of your role or capacity, including as a creator, influencer, publisher, media company, application, influencer platform, affiliate network, or otherwise, and regardless of the recipient’s relationship to you or your organization, including employees, contractors, or agents. Any violation of this paragraph constitutes a material breach of this Agreement and entitles ShopMy to immediately suspend or terminate your account, withhold or cancel commissions, disqualify you from further use of and access to the Services, and pursue any other remedies available under these Terms or applicable law. Because the damages resulting from such misuse would be difficult to quantify, you agree to pay liquidated damages of US$100,000 per violation (or the maximum amount permitted by applicable law, whichever is lower), which you acknowledge constitutes a fair and reasonable estimate of harm and not a penalty. This remedy is non-exclusive and does not limit ShopMy’s right to actual damages in excess of such amount or to recover any commissions or benefits that were obtained, retained, or distributed in violation of this paragraph. In addition, ShopMy shall be entitled (i) to injunctive or other equitable relief to prevent or address any actual or threatened violation of this paragraph, without the requirement to post bond or demonstrate irreparable harm; and (ii) to recover its attorneys’ fees, costs, and expenses incurred in investigating, enforcing, or remedying any actual or threatened violation of this paragraph. You further agree to indemnify, defend, and hold harmless ShopMy and its affiliates, and each of their respective officers, directors, employees, and agents, from and against any and all claims, losses, liabilities, damages, judgments, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to your breach of this paragraph.

Inappropriate Content

We reserve the right to remove any content from the Site or the Services, at any time, that we deem inappropriate. Determinations about the inappropriateness of content are made in ShopMy’s sole discretion. Inappropriate content may include, without limitation, content that:

is directed at children under 13 years of age;

violates any provision of the Children’s Online Privacy Protection Act and/or Federal Trade Commission regulations, or Canadian Code of Advertising Standards, or the Competition Act (Canada) on material connection disclosures;

contains material that is false or misleading with respect to any person or entity;

contains product or pricing claims on behalf of Merchant without evidence provided by the Merchant to support those claims or without prior written approval from the Merchant;

contains material that is illegal, threatening, abusive, harassing, false, misleading, tortious, defamatory, vulgar, obscene, offensive, libelous, sexually explicit, violent, invasive of privacy, hateful, or discriminatory on the basis of race / color / religion or creed / national origin or ancestry / sex / age / physical or mental disability / veteran status / sexual orientation / pregnancy / gender identity;

infringes any third party’s intellectual property rights or that you are otherwise prohibited from disclosing;

contains software viruses or otherwise impairs the Site’s or Services’ functionality;

involves the transmission of “spam,” “junk mail,” “chain letters,” or unsolicited mass emails;

promotes, advertises or solicits for contests, sweepstakes, multi-level marketing campaigns, Ponzi schemes, pyramid schemes, digital currencies or cryptocurrencies;

uses automated scripts or other technology to collect information from or contact ShopMy or users of the Site or Services;

provides material support or resources to any organization(s) designed by the United States government as a foreign or domestic terrorist organization;

discloses another person’s personal identifiable information, including without limitation name, address, social security number or other identifying number or code, telephone number, email address, contact information, password, credit card or bank account information;

violates or encourages the violation of any applicable local, state, federal or international law, including any regulations having the force of law;

is generated by automated tools or that is misleading or repetitive; or

or any other content we deem harmful, unlawful, or otherwise objectionable in our sole discretion.

Content Revision or Removal

We reserve the absolute right to revise, remove, delete, or take down any content from the Services, including content posted by influencers or creators, at our sole discretion and without any obligation to provide justification or prior notice. You agree to fully and promptly cooperate with any such requests for revision or removal. This right applies regardless of whether or not the content violates these Terms. By using our Services, you acknowledge and accept our authority to make decisions related to content removal for the protection, maintenance, or any other reason deemed appropriate by ShopMy.

User Conduct

By accessing or using our Services, you acknowledge and agree that we have the right to remove you from the Services if you engage in sending rude or offensive messages. We are committed to maintaining a respectful and inclusive environment for all users of the Services, including creators and Merchants.

Compliance with FTC Guidance and Canadian Standards

You represent, warrant, and covenant that you will comply with all applicable laws, rules, regulations, and relevant guidance issued by regulatory or self-regulatory authorities, regarding endorsements, testimonials, influencer marketing, and disclosure of material connections. This includes, without limitation, the U.S. Federal Trade Commission (“FTC”) guidance documents, the Canadian Code of Advertising Standards, and the Competition Act (Canada) relating to material connection disclosures, affiliate links, and gifted or paid partnerships. Without limiting the foregoing, you represent, warrant, covenant, and agree that you will comply with the FTC's Disclosures 101 for Social Media Influencers, FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising, FTC's Endorsement Guidelines: What people are asking, and the FTC’s “.com” Disclosures, as well as, where applicable, the Canadian Code of Advertising Standards and Canada’s Competition Act. Whenever you share or promote on behalf of a brand or promote or endorse a Merchant or its products or services, you are solely responsible for (i) transparently disclosing the relationship to your audience and (ii) clearly and conspicuously disclosing any material relationships. Your statements must reflect your honest views and personal experiences with the Merchant or the

Merchant’s products or services. You represent, warrant, and agree that you will provide clear and conspicuous disclosures to all consumers as required by applicable laws, rules, regulations, and guidelines for each and every post, tag, pin, like, hashtag, brand collaboration or campaign, product review, sweepstake entry, etc., and in the same format as that particular content. For example, clear disclosures such as a #ad or #sponsored should appear conspicuously, such as at or near the beginning of posted content, visually for visual content, audibly for audible content, both visually and audibly for audiovisual content, and periodically for longer content. Your failure to comply with the above laws, rules, regulations, or guidance can lead to enforcement by regulatory authorities and repercussions from ShopMy and/or its Merchants.

Termination

We reserve the right, in our sole discretion, to terminate or suspend your access to and use of the Services, without prior notice, for conduct that we believe violates these Terms or is harmful to other users of the Services, us, or third parties, or for any other reason. Furthermore, we reserve the right to terminate access to our Services for any reason or no reason.

Restrictions on Promotional Methods

While using the Services, you are expressly prohibited from engaging in specific promotional tactics. These prohibited tactics include, but are not limited to:

1. Paid Search: You may not use paid search campaigns or pay-per-click advertising to promote your association with ShopMy or its associated Merchants.

2. Keyword Bidding: Bidding on keywords, phrases, or other identifiers, including brand-related terms associated with ShopMy or its Merchants, for advertising purposes is not allowed.

3. Software or Browser Extensions: Developing or utilizing any software, applications, or browser extensions that interact with, alter, or are related to our Services in any manner without our explicit written consent is strictly prohibited.

4. Commissionable Discount Codes: Listing or sharing ShopMy commissionable discount codes on external discount websites, applications, or similar platforms is strictly prohibited. Intentional violation of this policy may result in immediate and permanent banning from the Services, in addition to the reversal of commissions.

Violation of these restrictions may result in immediate termination of your ShopMy account and forfeiture of any earned commissions or other rewards.

Commission and Payment Terms

1. Responsibility for Commission Payments: Merchants or brands (collectively, “Merchants”) partnering with ShopMy are solely responsible for paying commissions on sales generated by influencers or creators (e.g., you). As an influencer or creator using ShopMy, you will receive payment for commissions only after ShopMy has received the corresponding commission payment from the involved Merchant. This process ensures transparency and accountability in all commission-based transactions facilitated through our Services.

2. Variability of Commission Rates: Please be aware that the commission rates provided are only estimates and are subject to change. These changes can occur for various reasons, including but not limited to promotional adjustments, Merchant discretion, changes in revenue share agreements, budget constraints of brands, and alterations in fees. As a result, the rates are not guaranteed and may fluctuate. By using the Services, you acknowledge and accept that the actual commission rate you receive for any transaction could differ from the initially estimated rate. ShopMy is committed to providing accurate, current information but cannot be held (and is not) responsible for any rate discrepancies or changes made by Merchants.

3. Conditions for Commission Reversal: Merchants reserve the right to reverse or deny commissions for various reasons, which may include, but are not limited to, the following circumstances:

   1. Use of specific discount codes not compatible with the affiliate program;

   2. Returns, cancellations, or modifications of purchases by the end consumer;

   3. Situations where purchases are tracked through another platform, resulting in a conflict or duplication in commission claims;

   4. Purchases involving items that are explicitly excluded from commission eligibility; and/or (v) Cases where a sale is deemed fraudulent, involves duplicate orders, or results in payment authorization failures.

   As an influencer or creator using the Services, you acknowledge and agree that all commission payments are subject to, and contingent upon, the final approval and payment policies of the applicable Merchants. ShopMy acts solely as an independent intermediary and does not serve as a fiduciary, trustee, or escrow agent on your behalf. ShopMy is not responsible for, and shall bear no liability related to, any Merchant decisions concerning commission approvals, reversals, denials, or non-payment. No trust, escrow, agency, or other fiduciary relationship is created between you and ShopMy by your use of the Services. ShopMy reserves the right to delay, withhold, or reverse commission payments in cases of suspected fraud, abuse, violation of platform policies, or Merchant non-payment.

4. Acknowledgement of Terms: By using the Services, you agree to the foregoing commission and payment terms, and understand that your earnings are dependent on the adherence to such terms by both you and the Merchants. ShopMy is committed to ensuring a fair and transparent process but is not liable for the acts, omissions, or decisions made by Merchants in relation to commission payments.

Proprietary Rights

The Site, the Services, and all related features and functionality (including, without limitation, all information, software, text, displays, images, video, audio, and the design, selection, and arrangement thereof) are owned by ShopMy, its licensors, or other content providers, and are protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. ShopMy reserves all rights in and to the Site, the Services, and all intellectual property rights therein, as well as in any content made available on the Site or through the Services. Except as expressly authorized in writing by ShopMy, you may not reproduce, publish, distribute, or otherwise exploit any part of the Site or the Services or their underlying content or technology. All rights not expressly granted are reserved by ShopMy.

Merchants reserve all rights under intellectual property law in any Merchant content provided and/or otherwise approved for your use in connection with these Terms or the Services.

Digital Millennium Copyright Act

If you believe that a third party has infringed your copyright on our Site, you may notify our Designated Agent, by email at legal@shopmy.us or in writing to Shop My Shelf, Inc., 287 Park Avenue South, New York, New York 10010. In order to be effective, your notice of claimed infringement must comply with the requirements of the Digital Millennium Copyright Act, which may be found at 17 U.S.C. § 512(c)(3).

Changes to the Terms of Service

We may change these Terms at any time. You may review the most current version of the Terms by clicking on the Site's “Terms of Service” link. Continued use of the Services following any amendment to these Terms constitutes your acceptance of such amended terms. If you do not agree to any modification, your sole remedy is to cease using the Services. You are responsible for checking these Terms periodically for any changes.

Electronic Delivery Statement and Your Consent

You agree that we may provide to you notices and other information concerning ShopMy or the Services electronically, including notice to any email address that you may provide.

Ownership of Content That You Supply

You represent, warrant, covenant, and agree that you are the exclusive owner of any content you publish on the Site or in connection with the Services, such content is your original work, and/or that you have all rights, licenses, consents and releases necessary to make the content available on the Site or the Services. You further represent, warrant and agree that your content does and will not infringe, misappropriate, or violate any copyright, trade secret, patent, rights of publicity or privacy of any third party, or any other proprietary right or intellectual property right of any third party, or any other applicable law or regulation. If you publish any content on the Site or in connection with the Services, you hereby grant us, our licensees, and our affiliate companies the non-exclusive, perpetual, worldwide, royalty-free sublicensable right and license to use, copy, display, perform, distribute, modify, adapt, abridge, exploit, and promote this content in any way and in any commercial or non-commercial medium or form without charge.

No Duty to Monitor

You agree that we are not liable for content that is provided by others. We have no duty to screen content that you, or others, may supply or post, but we have the right to refuse to post or to edit submitted content. We reserve the right to remove any content for any reason at any time.

Third Party Sites and Advertisers

ShopMy may include links to third party web sites within the Services. You agree that we are not responsible or liable for any content or other materials on third party sites. You also agree that we are not responsible for content or claims supplied by our partners, suppliers or advertisers. We are also not responsible for any transactions or dealings between you and any third party or any advertiser. You agree that ShopMy is not responsible for any claim or loss due to a third-party site or any advertiser. Certain features of the Services may use or integrate with the YouTube API Services. By accessing or using any such features, you acknowledge and agree to be bound by the YouTube Terms of Service, available at https://www.youtube.com/t/terms, as may be updated from time to time. If you do not agree to the YouTube Terms of Service, you must not use any features of the Services that utilize the YouTube API Services.

Connecting Social Accounts

By linking, connecting or otherwise integrating any third-party social media account (including, without limitation, Instagram, TikTok, or YouTube, and any successor or related service) with your ShopMy account or Services usage, you represent, warrant and covenant that you have read, understood and agreed to that platform’s applicable terms of service, privacy policy, guidelines, and any other rules governing your use of that platform. You acknowledge that your access to and use of such platforms is subject to those third-party terms, and that any failure by you to comply with such terms may constitute a breach of this Agreement.

Confidentiality

You agree that all non‑public information you receive about ShopMy, a Merchant, or any campaign, including without limitation, commission rates, product samples, creative briefs, discount codes, and performance data, constitutes confidential information. You shall not disclose, publish, or use such information except as strictly necessary to perform your obligations under this Agreement. These confidentiality obligations shall survive the expiration or termination of this Agreement and the closure of your ShopMy account indefinitely.

Beneficiaries

You acknowledge and agree that certain Merchants, solely with respect to creators engaged by Merchants as and to the extent designated and agreed in ShopMy’s separate written contracts with such Merchants, are third party beneficiaries of certain provisions of this Agreement, including provisions of this Agreement related to such creators’ participation in Opportunities (as described in the Services). Such designated Merchants are entitled to enforce their rights hereunder against you to the extent of their third-party beneficiary rights, if any. Nothing in this Agreement shall impose any financial, operational, or legal liability on ShopMy in connection with a Merchant’s enforcement rights.

Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SHOPMY NOR ANY PERSON ASSOCIATED WITH SHOPMY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER SHOPMY NOR ANYONE ASSOCIATED WITH SHOPMY REPRESENTS OR WARRANTS THAT THE SERVICES OR THE RESULTS OF THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, SHOPMY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. Some jurisdictions do not allow the exclusion of certain implied warranties, so the above disclaimer may not apply to you in its entirety; in such jurisdictions, the disclaimer shall apply to the maximum extent permitted by law. You understand and agree that any statements by ShopMy, its employees, agents, partners, affiliates, and suppliers are provided for informational purposes only, and are not representations or warranties.

Limitation of Liability

SHOPMY SHALL NOT BE LIABLE FOR ANY (1) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; (2) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS OR PROFITS; (3) LOSS OF GOODWILL OR REPUTATION; OR (4) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY, IN EACH CASE EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT WILL SHOPMY’S AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT YOU PAID SHOPMY FOR USING THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnification

You shall defend, indemnify, and hold harmless ShopMy, its affiliates, and their respective officers, directors, employees, and agents from and against any and all losses, liabilities, damages, penalties, judgments, fines, costs, and expenses (including reasonable attorneys’ fees, expert fees, arbitration or filing fees, and the cost of any internal investigation) arising out of or relating to: (i) your use or misuse of the Services; (ii) your breach of these Terms; (iii) your violation of any applicable law or regulation; or (iv) any content you post, upload, transmit, or distribute through the Services, including any claim or allegation that such content infringes, misappropriates, or otherwise violates the intellectual property, privacy, publicity, or other rights of any person or entity. ShopMy reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate fully in asserting any available defenses.

International Use

We make no representation that content available within the Services is appropriate or available for use in locations outside the United States. Users located outside the United States are solely responsible for compliance with all local laws and regulations applicable to their access and use of the Services. By using the Services, you acknowledge and consent that your personal information will be transferred to, processed in, and stored in the United States, as described in our Privacy Policy.

Governing Law; Dispute Resolution

1. The Terms are governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflict of laws principles and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods.

2. Except as set forth in Section 30(c), any and all disputes, claims, or controversies arising out of or relating to these Terms or the Services (collectively, a “Dispute”) shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, which are available at www.adr.org and are incorporated herein by reference. You acknowledge and agree that your use of the Services is for commercial purposes, and you are not a “consumer” for purposes of AAA arbitration rules. The arbitration shall be conducted in English and seated in New York, New York. The arbitrator shall have the exclusive authority to determine the scope, validity, enforceability, and arbitrability of any Dispute, including threshold issues. The arbitrator may award any relief under applicable law, including injunctive and equitable relief, and shall issue a reasoned written award. Judgment on the award may be entered in any court of competent jurisdiction. Unless otherwise required by the AAA Rules or applicable law, each party shall bear its own attorneys’ fees and costs. The arbitration proceedings, including the award, shall be maintained in strict confidence, except as may be required by law or as may be necessary to enforce or challenge the award.

3. Notwithstanding Section 30(b), to the extent a Dispute (or any portion thereof) is determined by a court of competent jurisdiction not to be subject to arbitration, such Dispute shall be resolved exclusively in the state or federal courts located in the City of New York in the State of New York. You irrevocably submit to the personal jurisdiction and venue of such courts for the purpose of litigating any such Dispute. BY AGREEING TO THESE TERMS, YOU ARE: (1) WAIVING CLAIMS THAT MAY OTHERWISE BE AVAILABLE UNDER THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) CONSENTING TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK, NEW YORK; AND (3) AGREEING TO SUBMIT TO THE PERSONAL JURISDICTION OF SUCH COURTS.

4. You and ShopMy agree to arbitrate solely on an individual basis. These Terms do not permit class arbitration or any claims brought as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator shall not consolidate the claims of multiple parties or preside over any form of class, collective, or representative arbitration proceeding. The AAA shall have no authority to order or conduct any class arbitration. You further agree not to join or consolidate any lawsuit with others or to serve as a class representative or member in any purported class action against ShopMy. If the class action waiver is found to be unenforceable under applicable law, then the entirety of the agreement to arbitrate in this Section 30 shall be deemed null and void, and any such Dispute shall be resolved exclusively in the courts identified in Section 30(c). YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SHOPMY ARE EACH WAIVING THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Injunctive and Equitable Relief

Notwithstanding any other provision herein, in the event of your breach or threatened breach or failure to comply with these Terms, ShopMy shall be entitled to seek injunctive relief, specific performance, or any other equitable remedy in any court of competent jurisdiction, whether located within or outside the United States, without the necessity of posting bond or proving actual damages. This right applies in addition to, and not in lieu of, any other rights or remedies available to ShopMy at law or in equity, including arbitration. You irrevocably consent to the jurisdiction of such courts for purposes of any proceeding initiated under this section and waive any objection to such jurisdiction or venue, including based on forum non conveniens.

Sanctions; Export Controls

You represent and warrant that neither you nor any individual or entity associated with your account is the subject of sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce (including BIS), the United Nations Security Council, the European Union, or the UK government. You agree not to use the Services in violation of such laws, including applicable export control and sanctions laws of the United States and other jurisdictions.

Severability and Integration

These Terms and any supplemental terms, policies, rules and guidelines posted on this Site constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Survival

The following provisions will survive termination of this Agreement: Sections 8 (Proper Use), 9 (Inappropriate Content), 10 (Content Revision), 12 (Compliance), 15 (Commission and Payment Terms), 20 (Ownership of Content), 24 (Confidentiality), 26–28 (Disclaimers, Limitations, Indemnification), 30–33 (Governing Law, Dispute Resolution, Injunctive Relief, Severability, Survival), and any other provisions which by their nature are intended to survive.

Force Majeure

ShopMy shall not be liable or responsible for any failure or delay in performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including, without limitation, internet outages, denial-of-service attacks, strikes, acts of war or terrorism, pandemics, embargoes, governmental actions, or natural disasters.

Revision Date: July 14, 2026

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