SHOPLINE Developer Agreement​

Update Date：February 18, 2025

Effective Date: February 18, 2025

This developer agreement (as amended and restated from time to time, the "Agreement") is a legally binding contract entered into between SHOPLINE Open Platform (hereinafter referred to as "Open Platform") and developer (based on the registered entity name or individual developer’s name provided during registration, hereinafter referred to as the "Developer" or "You"), regarding matters related to the registration, use, and termination of the Open Platform.

1. Disclaimer

1.1 Before accepting this Agreement and using the SHOPLINE Open Platform, please carefully read the entire contents of this Agreement, including but not limited to clauses that exempt or limit SHOPLINE's liability, clauses that restrict Developer rights, dispute resolution, and applicable laws. If you have any doubts about the terms of this agreement, it is advised to seek advice from legal professionals or other relevant experts to fully understand this agreement. If you do not agree with any of the contents of this agreement or if you are unable to accurately understand the terms or SHOPLINE's interpretation of the terms, please refrain from taking any further actions.

1.2 By clicking "Agree" on the online webpage, using or continuing the use of the SHOPLINE Open Platform, or accepting this Agreement through any other means, the Developer voluntarily accepts all the terms and conditions described in this Agreement and agrees to be bound by all the contents of this Agreement.

2. Content and Effectiveness

2.1 This Agreement shall become effective from the date you register on the SHOPLINE Open Platform.

2.2 The content of this Agreement includes the main body of the agreement, annexes, and various management rules, notifications, announcements, and other materials that SHOPLINE has already or may publish in the future (collectively referred to as the "Rules"). All attachments and Rules constitute an integral part of this Agreement and have equal legal effect as the main body of the agreement.

2.3 SHOPLINE has the right to amend (including but not limited to the establishment, revision, or abolition) this Agreement and the Rules from time to time. The amended agreement or rules will be published on the Open Platform website, without separate independent notification to you and shall come into effect from the date on which they are published. If you do not agree to the relevant amended agreement or rules, you should immediately cease using the Open Platform. If you continue to use the Open Platform, it would be deemed that you have agreed to the amended agreement and rules and agreed to comply with the terms thereof. You have an obligation to regularly check and read the latest version of the Agreement, Rules, and announcements relating to the Open Platform.

3. Definitions

3.1 “Applications” refers to software, themes, or services developed by the Developer based on the SHOPLINE Open Platform, including both public applications and custom applications.

3.2 “Application Programming Interface” or “API” refers to a set of predefined functions that provide the ability for applications to access a set of routines based on certain software or hardware, without the need to access the source code or understand the internal workings in detail.

3.3 “SHOPLINE” refers to the SHOPLINE Saas platform and Open Platform operated by the SHOPLINE Contracting Party as prescribed by this Agreement, as well as its designated affiliate entities involved in the operation of the Open Platform.

3.4 “SHOPLINE User” or "User" refers to all SHOPLINE platform users who directly or indirectly use any Applications developed by the Developer based on the SHOPLINE Open Platform, as well as web visitors who browse information related to the Developer's Applications.

3.5 “Developer” refers to an entity or individual that has successfully applied and been verified to develop Applications on the Open Platform. Developers are categorized as either Merchant Developers or Third-Party Developers. Developer shall select their Developer type during the Application process on the Open Platform.

3.6 “Developer Account” refers to the user account assigned to the Developer by SHOPLINE upon a successful Application and verification process. The account may be associated with the Developer's registered phone number or email address.

3.7 “AppKey” & “AppSecret” refer to the application access account and key granted by SHOPLINE to the Developer when applying for a new Application. The AppKey is a unique identifier for the application, used by SHOPLINE to identify the Developer's Application. The AppSecret is the key allocated by SHOPLINE to the Application, which ensures the reliability of the Application's source under certain technical conditions

3.8 "User Data” refers to information (including personal information) relating to a User, including but not limited to business, financial, and product information and any information relating to a web visitor, including but not limited to order information, payment information, and account information.

4. Developer Registration

4.1 You are required to meet the admission requirements of the Open Platform and register as a Developer by following the registration process.

4.2 You understand and acknowledge that SHOPLINE can only conduct a surface-level recognition of the registration information and materials you provide or submit during the registration process based on the knowledge level of ordinary or non-professional individuals. SHOPLINE reserves the right to randomly inspect, request additional submissions, or prompt you to update the aforementioned information or materials. You are solely responsible for the authenticity, legality, and continuing validity of the registration information and materials. If SHOPLINE discovers any falsification or invalidation of your registration information or materials, SHOPLINE has the right to impose restrictions on your Developer Account, terminate this Agreement, cease to provide any services, or handle your account according to the relevant Rules.

5. SHOPLINE Rights and Obligations

5.1 SHOPLINE provides Developer with a network environment and technical support for application development. This includes the development and encapsulation of application data interfaces, data synchronization, the system environment for application development and operation, and related internet technology services. SHOPLINE provides a platform and convenience for application licensing between Developer and User.

5.2 SHOPLINE has the right to manage the Open Platform, review any registration data or transaction activities between the Developers or the Users, and if any issues or questions are found, may inquire or request corrections from the Developer, or directly take any escalated actions as may be appropriate in SHOPLINE’s sole discretion. If any of the following is discovered or considered, in SHOPLINE’s sole and reasonable opinion, to have taken place, SHOPLINE may deem any such content or actions as illegal or inappropriate and remove the relevant content, suspend any services to the Developer, take other restrictive measures, and/or pursue legal actions:

5.2.1 The Developer has engaged in fraudulent activities, theft, spreading computer viruses, or infringing user privacy.

5.2.2 Administrative or judicial authorities are investigating the Developer’s activities on the Open Platform, or have made relevant decisions or judgments.

5.2.3 SHOPLINE receives information from any third party indicating that the Developer has engaged in illegal or inappropriate activities that infringe upon the legitimate rights of others, violate public order and good morals, or if specific applications have significant issues of such nature.

5.3 Developer agrees that, in the event of any of the following circumstances occurring, SHOPLINE shall be entitled to take appropriate action sets below:

(1) SHOPLINE at its sole discretion, determines that there may exist suspicious activities with or associated with the Developer's account;

(2) The Developer breaches any of the provisions set forth in this Agreement;

(3) Based on third-party information, such as official reports, complaints lodged by rights holders, or user complaints, it is discovered that the Developer has infringed upon the legal rights of others;

(4) Where Complaints regarding the application performance or user experience remain unresolved for a period that exceeds fifteen(15)days, or the cumulative number of complaints exceeds three(3) times;

In such circumstances, SHOPLINE shall have the right, at its sole discretion and depending on the circumstances, to unilaterally implement one or more of the following measures:

(1) Require the Developer to promptly improve, modify, or optimize the application so as to rectify the abnormality or infringement of third-party rights;

(2) Impose partial restrictions on the applications, which may include but are not limited to temporarily freezing the application, restricting new user access, and either temporarily or permanently limiting or suspending access for existing users;

(3) Permanently remove the application from the Open Platform;

(4) Prohibit the Developer from accessing the SHOPLINE Open Platform by any means;

(5) Terminate the Developer's access to the relevant services and accounts;

(6) Lodge complaints with regulatory authorities, institute legal action or seek other legal remedies;

(7) Take any other measures that SHOPLINE deems necessary.

5.4 The Developer agrees that any information or data provided by the Developer during the registration of the account, use of the Open Platform, or exercising or performing rights and obligations under this Agreement, may be used by SHOPLINE in accordance with the applicable laws and regulations, which may include technical analysis and market research. Furthermore, regardless of whether this Agreement has been terminated, SHOPLINE has no obligation to return any information or data to the Developer nor any obligation to pay any fees to the Developer for obtaining, backing up, processing, or using the aforementioned information/data.

5.5 The Developer understands and agrees that SHOPLINE has an obligation to provide the Developer’s information and materials to judicial authorities or government departments in accordance with relevant legal requirements If the Developer fails to fulfill its obligations stipulated in this Agreement, the Open Platform’s Rules, or agreements with Users, SHOPLINE has the right to disclose the Developer’s information/materials in its sole discretion, or based on relevant agreements and rules, legal documents, or reasonable requests from relevant Users. SHOPLINE assumes no responsibility for such disclosure.

6. Open Platform Usage Guidelines

6.1 After a Developer has successfully registered a Developer account, SHOPLINE will verify the identity. The Developer account is strictly for the Developer's own use, and the Developer shall not transfer, rent, lend, disclose, share, or otherwise permit any third party to use the account in any way.

6.2 The Developer shall properly safeguard the account and password and shall be fully responsible for all actions taken using the account. The Developer undertakes to immediately notify SHOPLINE in case of unauthorized use of the account or if there are any security issues. The Developer agrees and acknowledges that SHOPLINE shall not be held responsible for any direct or indirect losses or damages arising from the aforementioned situations.

6.3 The Developer warrants that they will comply with the following requirements during their use of the Open Platform services:

6.3.1 Not to copy, imitate, modify, tamper with, translate, adapt, lend, sell, transfer licenses, transmit on the information network, or transfer the Open Platform services and/or related software. They shall not engage in reverse engineering, disassembly, decompilation, decomposition, or attempt to discover the source code of the Open Platform services/software without express authorization or create derivative works without explicit consent.

6.3.2 Not to distribute, sell, resell, lease, license, sublicense, or in any other way provide the Open Platform or any User information to third parties (including storing the Open Platform or User information in any medium that allows third-party access).

6.3.3 Not to engage in activities to bypass or modify SHOPLINE's data statistics tools.

6.3.4 Not to send or store computer code, files, scripts, and programs that contain viruses, worms, Trojans, and other harmful code on or through the Open Platform.

6.3.5 Not to use SHOPLINE's resources and services to upload, download, store, or publish any illegal, infringing, obscene, pornographic, immoral, fraudulent, defamatory (including commercial defamation), threatening, or harassing or otherwise offensive information or content, nor provide any convenience to others for publishing such information (including but not limited to setting URLs, banner links, etc.).

6.3.6 Not to infringe upon the legal rights and interests of SHOPLINE, SHOPLINE's affiliates, or any relevant third party.

6.3.7 If the open platform services involve the licensed use of third-party software, the Developer agrees to comply with the relevant license agreement.

6.3.8 Not to interfere, disrupt, modify, or otherwise impact the normal operation of the Open Platform and related services using any plugins, add-ons, systems, or third-party tools.

6.3.9 Not to probe, scan, or test vulnerabilities in the open platform system or network or engage in other actions that undermine network security.

6.3.10 Not to interfere with or disrupt the normal operation of the open platform system or website, intentionally propagate malicious programs or viruses, or engage in other acts that disrupt normal network information services.

6.3.11 Not to sell or recommend the use of the Developer's own products or services in the name of SHOPLINE or impersonate SHOPLINE personnel.

6.3.12 Not to engage in other illegal, offensive, or inappropriate behaviors.

6.4 The Developer warrants that the applications developed and published on the Open Platform shall comply with the following requirements:

6.4.1 The content of the applications shall be true, lawful, accurate, and complete, without any illegal, infringing, obscene, pornographic, immoral, fraudulent, defamatory (including commercial defamation), threatening, harassing, or otherwise offensive information or content.

6.4.2 The applications shall not infringe upon the legal rights and interests of any third party, including but not limited to intellectual property rights, privacy rights, reputation rights, and trade secrets. The Developer shall be fully responsible for any legal disputes arising from the infringement of the above rights and interests by the applications.

6.4.3 The applications shall not contain or be embedded with any form of advertisement, including but not limited to pop-up advertisements, banner advertisements, or any other form of advertising.

6.4.4 The applications shall not contain any harmful code, viruses, worms, Trojans, or other malware or security risks that may disrupt, disable, damage, or limit the functionality of any software or hardware.

6.4.5 The applications shall not access, collect, or use any User information or data in violation of applicable laws and regulations, including but not limited to personal information, location information, and user behavior information.

6.4.6 The applications are the original work of the Developer and shall not infringe, misappropriate, or otherwise violate any copyright or intellectual property rights or any other rights of any third party.

6.4.7 The applications shall comply with all applicable laws and regulations.

7. Fees

The technical services provided by SHOPLINE on the Open Platform are currently free of charge. However, SHOPLINE reserves the right to charge fees in the future. The fee structure, settlement methods, and other charging rules will be published on the Open Platform website at least seven (7) days in advance. If the Developer disagrees with the aforementioned charging rules, they should stop using the Open Platform services before the applicable rules come into effect and notify SHOPLINE in writing to terminate this agreement. If the Developer fails to notify SHOPLINE or continues to use the Open Platform services, it will be considered as the Developer's acceptance of the announced charging rules.

8. Online Transactions for Application Products

8.1 The Developer understands and agrees that before providing the user with a license to use the application, they must independently enter into a separate agreement with the user and strictly adhere to the provisions of that agreement. SHOPLINE does not make any commitments, warranties, or guarantees regarding the transaction of the application.

8.2 Application Description: The textual descriptions, illustrations, or photographs provided by the Developer for display on the Open Platform can be either a) descriptions of applications that the Developer lawfully owns and wishes to trade or b) descriptions of applications that the user is seeking. The Developer may publish descriptions for any type of application or both types simultaneously on the Open Platform, provided that the Developer obtains SHOPLINE's approval and categorizes the application description correctly. SHOPLINE is not responsible for the accuracy or content of the application description.

8.3 Charging for Developer's Applications and User Subscriptions

8.3.1 Applications developed by the Developer on the Open Platform may be subscribed to by the user through the merchant service marketplace provided by SHOPLINE, and the Developer may charge service fees as agreed upon in the agreement between the Developer and the user. Users can order applications provided by the Developer through the merchant service marketplace provided by SHOPLINE and pay service fees to the Developer.

8.3.2 Developer selling applications through the merchant service marketplace provided by SHOPLINE must follow the relevant processes and sign additional agreements as may be specified by SHOPLINE.

8.3.3 Refunds: If a user requests a refund after paying the applicable service fee, or if the Developer is removed from the Open Platform by SHOPLINE due to a violation of this Agreement or Rules of the Open Platform, the user and Developer shall negotiate and settle directly. The Developer should arrange the refund according to the refund plan specified in advance when the application was ordered or based on a negotiated agreement with the user, or authorize the refund by SHOPLINE. If no agreement is reached through negotiation between the Developer and the user, the Developer should fulfill the refund obligation as reasonably required by SHOPLINE.

8.3.4 In the event that any issues surface within the Developer's application that have an impact on the User experiences, irrespective of whether such issues arise from development flaws, environmental performance factors, or other origins that are not attributable to SHOPLINE, the Developer shall, in accordance with the rules of the SHOPLINE Open Platform, assume sole and full liabilities for independently managing the support, upgrades, optimization, and maintenance of the application. This obligation shall remain in effect regardless of whether the complaint is directly made to the Developer or relayed via SHOPLINE.

8.3.5 With the aim of effectively resolving user complaints, the Developer is obligated to furnish basic contact and company information during the application submission for review and to ensure its continuous validity. The said information will be publicly presented on the application page within the SHOPLINE App Store and will be utilized for facilitating user contact in relation to support and complaints matters. For paid users, the Developer must issue a response within a time frame of 24 hours, for non-paid users, the response must be issued within three (3) working days.

8.3.6 If the Developer violates the provisions of this agreement, the rules of the Open Platform, or other rules of the SHOPLINE platform, SHOPLINE has the right to remove or block the applications published by the Developer on the Open Platform or restrict any of the functionality in accordance with the 5.3. In such cases, the services under the applications purchased by the user may be suspended. The Developer agrees to indemnify and hold SHOPLINE harmless for any such interruption, and the Developer shall bear the relevant responsibilities accordingly.

8.3.7 Any disputes arising from the use of applications and paid services provided by the Developer should be resolved through negotiation between the user and the Developer. SHOPLINE does not assume any liability.

9. Application Downgrade

9.1 The Developer is entitled to remove and delist applications that have been uploaded to the SHOPLINE Open Platform, including both custom and public applications. Nevertheless, in the event that the Developer intends to remove a public application that has undergone review and received approval, the Developer must, thirty(30) days in advance, notify SHOPLINE Open Platform, via the designated notification method. Moreover, the Developer must obtain SHOPLINE Open Platform’s consent prior to delisting the application.

9.2 SHOPLINE reserves the right to remove applications in accordance with the requirements of regulatory authorities or platform rules, This is applicable in situations where the application infringes upon the rights of third parties, violates platform rules, or in other similar circumstances. SHOPLINE Open Platform shall not assume any liability for any consequences arising from or related to such removal. The Developer shall be held fully accountable for any losses suffered by itself or users as a result of the application's removal under this Agreement, and shall take reasonable measures as deemed appropriate to mitigate any negative impact and indemnify the SHOPLINE Open Platform for any losses it incurs.

9.3 Irrespective of the circumstances, the delisting of a Developer's application shall not impinge on any rights to which users who have downloaded or used the application are entitled. The Developer shall address users' rights and resolve related issues in accordance with applicable laws, including but not limited to issuing service suspension notices, providing compensation or refunds, and taking necessary actions to safeguard users' rights. The Developer is responsible for resolving any outstanding matters with users and providing compensation or indemnification as appropriate In the event that the Developer fails to fulfill these obligations, it shall bear full responsibility for resolving any resulting disputes.

10. Intellectual Property Rights

10.1 Unless agreed otherwise, the content provided on the Open Platform by SHOPLINE or third-party rights holders, including but not limited to works, images, files, information, data, website architecture, website layout, webpage design, etc., are legally owned by SHOPLINE or the respective third-party rights holders, with their intellectual property rights (including but not limited to trademark rights, patent rights, copyrights, rights related to trade secrets, etc.). Without prior written consent from SHOPLINE or the respective rights holders, the Developer shall not use, modify, copy, publicly disseminate, alter, distribute, publish, or make any other unauthorized use of such content.

10.2 All rights to the operational data related to the Open Platform (including but not limited to User Data regarding the use of Developer applications) belong to SHOPLINE. The Developer agrees not to store, use, or authorize others to use the aforementioned operational data for any purpose without prior written approval from SHOPLINE.

10.3 In accordance with the terms and conditions of this Agreement, SHOPLINE grants the Developer a limited, non-exclusive, revocable, and non-redistributable license, solely for the purpose of accessing and using the Open Platform to develop, test, and display their applications, allowing the Developer to access user information provided by SHOPLINE and/or authorized by the user itself and allowing other SHOPLINE users to access the Developer's applications. However, SHOPLINE reserves the right to restrict, limit, or prohibit the Developer or other SHOPLINE users from accessing the Developer's applications as SHOPLINE considers necessary.

10.4 The Developer retains all rights, ownership, or interests in the content created by them in their applications, including but not limited to intellectual property rights belonging to the Developer (excluding SHOPLINE's intellectual property rights). By submitting or publishing applications through the Open Platform, the Developer grants SHOPLINE a limited, non-exclusive, worldwide, and royalty-free license during the service period, allowing SHOPLINE to use, copy, sublicense, reformat, modify, delete, add, publicly display, reproduce, distribute, and perform the Developer's applications, as well as store and cache them on SHOPLINE's designated servers.

11. Confidentiality

11.1 During the term of this Agreement, the Developer shall strictly maintain the confidentiality of any Confidential Information obtained and shall not disclose, use, or permit any third party to use such information without prior written consent from SHOPLINE. The use of Confidential Information shall be strictly limited to fulfilling the purposes outlined in this Agreement, such as application development, theme development, and project operations. It shall not be used for any other matters beyond the scope of the Developer’s cooperation with SHOPLINE.

11.2 The Developer shall take reasonable measures to protect Confidential Information, including but not limited to restricting access, encrypting sensitive data in storage and transmission, and implementing security protocols that are at least equivalent to industry standards or the Developer’s own highest-level security measures. Furthermore, the Developer shall ensure that any personnel (including but not limited to employees, management, directors, representatives, or consultants) who need to access Confidential Information to fulfill the Developer’s obligations under this Agreement shall be bound by confidentiality terms or agreements that are no less stringent than those stipulated herein.

11.3 For the purposes of this Agreement, "Confidential Information" includes but is not limited to operational data, user data, trade secrets, and technical secrets related to the entire business scope of SHOPLINE, including but not limited to the SHOPLINE Open Platform. It also covers any unpublished technical documents, materials, algorithms, and interface specifications provided by SHOPLINE, as well as application development plans, business plans, and application code submitted by the Developer to SHOPLINE. Regardless of the form in which such information exists, as long as it is of a confidential nature, it shall be deemed Confidential Information.

11.4 If the Developer is required to disclose Confidential Information due to legal proceedings, it shall, to the extent permitted by law, immediately notify SHOPLINE and assist SHOPLINE in taking reasonable measures to protect the Confidential Information, such as seeking an exemption from disclosure or ensuring confidential treatment of the disclosed information. Without SHOPLINE's prior written consent, the Developer shall not disclose Confidential Information beyond the extent required by law.

11.5 Upon termination or expiration of this Agreement for any reason, or upon SHOPLINE’s request, the Developer shall immediately cease using all Confidential Information and, within the timeframe specified by SHOPLINE, return or destroy all documents, materials, and storage media (including but not limited to physical documents, electronic files, hard drives, USB drives, etc.) containing Confidential Information, as well as any copies thereof. If Confidential Information is stored in systems or devices beyond the Developer's direct control (e.g., cloud servers), the Developer shall take reasonable measures to ensure its complete deletion and provide SHOPLINE with relevant proof. Any Confidential Information that cannot be returned or destroyed (e.g., due to system logs), shall continue to be subject to the confidentiality obligations under this Agreement until such information is lawfully disclosed.

12. Termination and Assignment of Agreement

12.1 This Agreement shall terminate under any of the following circumstances:

12.1.1 Natural Termination: If the "SHOPLINE Open Platform Developer Agreement" or any other agreement (if applicable) signed between you and SHOPLINE or its affiliates relating to the purpose hereunder is terminated for any reason, this Agreement shall also terminate simultaneously.

12.1.2 Termination by Notice: SHOPLINE may terminate this agreement by providing a written notice 15 days in advance.

12.1.3 Termination for cause: If any of the following situations occur, SHOPLINE has the right to immediately terminate this Agreement and, if necessary, take appropriate actions against you in accordance with the relevant Rules:

(1) You violate any provisions, commitments, or warranties under this Agreement.

(2) You violate any of the rules of the Open Platform.

12.1.4 If the Developer registers and logs in to the SHOPLINE Open Platform directly or indirectly or on behalf of others after the termination of this agreement, SHOPLINE has the right to unilaterally terminate the provision of services to that Developer upon discovery.

12.1.5 If SHOPLINE attempts to contact the Developer using the contact information provided by the Developer during registration but finds that the contact information is invalid, resulting in the inability to establish communication with the Developer, SHOPLINE has the right to terminate the provision of services to that Developer.

12.2 Handling after Agreement Termination

12.2.1 After the termination, SHOPLINE is not obligated to retain any information in the Developer's original account or related to it, or to forward any unread or unsent messages to the Developer, users, or third parties. SHOPLINE shall not bear any responsibility for the termination of services in accordance with this Agreement towards the Developer, users, or any third party.

12.2.2 Regardless of the reason for termination between SHOPLINE and the Developer, SHOPLINE reserves the right to:

(1) Preserve the Developer's data and previous transaction records;

(2) Hold the Developer responsible and pursue compensation for any illegal or contractual violations committed by the Developer prior to the termination;

(3) Require the Developer to immediately remove all data obtained from the Open Platform, including but not limited to user data and operational data of the Open Platform, and certify that such removal has been completed. SHOPLINE also has the right to take measures to remove relevant data without notice if, in SHOPLINE’s reasonable opinion, such a measure would protect data security.

12.2.3 Regardless of the reason for the termination of this Agreement, you shall be fully and independently responsible for any liabilities accrued prior to the termination. After the Agreement is terminated, SHOPLINE is not obliged to continue any services to you.

12.3 SHOPLINE has the right to assign all or part of this Agreement to its affiliates without obtaining your prior consent. In such a case, SHOPLINE will notify you through website announcements.

13. Breach of Liability

13.1 You acknowledge and agree that SHOPLINE has the right to unilaterally determine your breach of contract based on the standard of an ordinary or non-professional individual. SHOPLINE may take appropriate actions according to the determination, including but not limited to restricting your Developer account, suspending or terminating the provision of services to you (including the use of the Open Platform API), and requesting you to compensate for any losses, whether with or without your consent or prior notice. After SHOPLINE takes actions against you based on the relevant Rules, it does not exempt you from the legal responsibilities you should bear.

13.2 If you violate any relevant laws, regulations, this Agreement, or Rules, resulting in SHOPLINE suffering any losses, being subject to the user or third-party claims, or being penalized by any administrative authority, you shall fully compensate SHOPLINE, users, or relevant third parties for the losses incurred.

13.3 You agree to indemnify SHOPLINE against any losses, including but not limited to economic losses, reputation losses, and other direct or indirect losses, suffered by SHOPLINE due to your breach of this Agreement. You shall also bear all reasonable fees, costs and expenses incurred by SHOPLINE in connection with the above, including any such fees, costs and expenses incurred to mitigate losses or to hold you liable, including travel expenses, notary fees, attorney fees, litigation costs, etc.

13.4 If the Developer violates this Agreement, the Open Platform has the right to take the following measures (including but not limited to) based on the severity of the Developer's breach:

13.4.1 Temporarily suspend the use of the Open Platform's functions until the Developer has rectified the breach.

13.4.2 Permanently terminate the Developer's access to and use of the Open Platform.

13.4.3 Deduct any deposit paid by the Developer.

13.4.4 Require the Developer to pay a deposit not exceeding USD500,000.

13.4.5 Unilaterally terminate this Agreement without assuming any liabilities, terminate all cooperation in connection with this Agreement, require the Developer to bear legal responsibilities, and compensate for all losses caused to the Open Platform as a result.

14. Limitation of Liability and Disclaimer

14.1 Regarding the development, operation, support, and maintenance of your applications, you agree to independently assume all risks and consequences, including but not limited to technical failures, security vulnerabilities, device damage, and data/content loss. SHOPLINE has no responsibility or obligation for any unlawful, inaccurate or incorrect content posted on the SHOPLINE Open Platform, regardless of whether such inaccuracies or errors are caused by users or any devices or programs used by the applications or connected to them.

14.2 SHOPLINE Open Platform and SHOPLINE merchant service marketplace only serve as a platform for the Developer and the user to connect and negotiate transactions related to applications. The signing of this Agreement does not imply that SHOPLINE shall become a participant in the transactions between the user and the Developer on the Open Platform. SHOPLINE only provides technical services for such transactions and does not provide any express or implied guarantees regarding the legality, validity, authenticity, or effectiveness of the Developer's behaviour or the applications.

14.3 The Developer acknowledges and agrees that SHOPLINE services are provided on an "as-is" and "as-available" basis. SHOPLINE will make effort to provide corresponding security measures to ensure the security and normal operation of the services. However, due to limitations in technology, objective conditions, and possible force majeure events, SHOPLINE explicitly disclaims any express or implied warranties regarding the services, including but not limited to their applicability or fitness for any particular purposes, absence of errors or omissions, continuity, accuracy, reliability, suitability for a particular purpose.

14.4 SHOPLINE shall not be liable for any damages arising from any of the following circumstances, including but not limited to loss of profits, reputation, use, data, or other intangible losses (even if SHOPLINE has been informed of the possibility of such damages):

14.4.1 Use or inability to use the services under this agreement.

14.4.2 Unauthorized access by a third party or unauthorized alteration of user's transmission data or data.

14.4.3 Statements or actions of third parties regarding the services hereunder or any other matters related to the services hereunder that are not due to SHOPLINE's reasons, including negligence.

14.4.4 Possible computer viruses, network communication failures, and system shutdowns for maintenance.

14.5 If any third-party software is involved in the services provided by SHOPLINE to the Developer, such software shall be governed by its respective license or terms of use, rather than this Agreement. All third-party software or products are independently provided by third parties, and SHOPLINE assumes no responsibility for their selection, quality, usage, intellectual property issues, or any resulting infringement liabilities. The Developer shall independently bear all risks associated with the use of third-party software, including but not limited to software defects, compatibility issues, and data security concerns. Any disputes or losses arising from the use of third-party software shall be the sole responsibility of the Developer, who shall seek recourse from the responsible party.

14.6 In no event shall SHOPLINE be liable for any indirect, consequential, punitive, incidental, special, or punitive damages, including but not limited to the loss of profits suffered by the Developer due to the use of the Open Platform (even if SHOPLINE has been informed of the possibility of such losses).

14.7 Notwithstanding any contrary provisions in this Agreement, SHOPLINE's aggregate liability to the Developer shall not exceed the fees paid by the Developer to SHOPLINE for the services during the preceding service period (if applicable).

15. Guarantee

15.1 The Developer hereby warrants and guarantees that:

15.1.1 If the Developer is a company, organization, or legal entity, it has been duly established or organized and is valid and in good standing under the laws of its jurisdiction.

15.1.2 If the Developer is an individual, the Developer must be at least 18 years old or have reached the legal age of majority in the Developer's place of residence and the jurisdiction where development activities and related services are conducted under this Agreement.

15.1.3 The Developer has the necessary power to enter into and perform this Agreement.

15.1.4 The Developer acknowledges the potential severe consequences that may result from violation of all applicable anti-money laundering laws and regulations, and therefore undertakes to strictly comply with the relevant laws and regulations and implement a strict anti-money laundering system, including, but not limited to, understanding your customer transaction monitoring, data/record savings.

15.1.5 The Developer does not receive any proceeds from illegal or dishonest operations, defrauding customer funds or other illegal conducts.

15.1.6 If the Developer causes SHOPLINE to incur any damages as a result of any illegal activities, the Developer shall be fully and solely liable for such damages and be liable for the corresponding legal consequences.

15.2 Regarding the application developed by the Developer under this Agreement, the Developer declares and guarantees that the application:

15.2.1 Does not contain harmful code or other security risks (including but not limited to viruses, worms, Trojans);

15.2.2 Is original to the Developer;

15.2.3 Will not infringe, misappropriate or otherwise violate any copyright or intellectual property rights or any other rights of any third party;

15.2.4 Will comply with all applicable laws and regulations.

16. SHOPLINE Contracting Party

When registering an account on the SHOPLINE Open Platform, the Developer shall independently select and provide a detailed address ("Developer's Region"). If the Developer fails to provide an accurate or complete address during the use of SHOPLINE services, SHOPLINE will determine the Developer's Region based on various factors, including but not limited to the Developer’s business coverage, the primary functions of the application, the application's distribution area, and its target user group. Based on this determination, the corresponding SHOPLINE Contracting Party shall be assigned as follows:

(1) If the Developer’s Region is within Mainland China (excluding Hong Kong, Macau, and Taiwan), the SHOPLINE Contracting Party shall be Shangxian Technology (Shenzhen) Co., Ltd., a company duly established in the People's Republic of China.

(2) If the Developer’s Region is outside Mainland China, the SHOPLINE Contracting Party shall be Shopline Commerce Pte. Ltd., a company duly established in Singapore.

(3) For specific Developer partnerships, SHOPLINE reserves the right to designate an alternative SHOPLINE affiliated entity as the Contracting Party based on regional operational arrangements, in addition to the provisions above. In such cases, the designated SHOPLINE entity shall act as the Developer’s exclusive partner in the specified region and be responsible for handling matters under this Agreement.

17. Applicable Law and Dispute Resolution

17.1 If the SHOPLINE Contracting Party is Shangxian Technology (Shenzhen) Co., Ltd., the formation, execution, interpretation, and resolution of disputes under this Agreement shall be governed by the laws and regulations of Mainland China. Both parties agree that Guangzhou, Panyu District shall be the place of signing this Agreement. Any disputes, claims, or controversies arising from or related to this Agreement shall be exclusively submitted to the Guangzhou Arbitration Commission for resolution in accordance with its latest applicable arbitration rules.

17.2 If the SHOPLINE Contracting Party is Shopline Commerce Pte. Ltd., the formation, execution, interpretation, and resolution of disputes under this Agreement shall be governed by the laws of Singapore. Both parties agree that Singapore shall be the place of signing this Agreement. Any disputes, claims, or controversies arising from or related to this Agreement shall be exclusively submitted to the Singapore International Arbitration Centre (SIAC) and resolved in accordance with its latest applicable arbitration rules.

17.3 SHOPLINE reserves the right, in specific Developer partnerships, to designate an alternative dispute resolution venue in accordance with different regional operational arrangements. In such cases, disputes arising from this Agreement shall be submitted to the judicial authority with appropriate jurisdiction in the designated region, as explicitly stipulated in the agreement between the parties. Furthermore, both parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to the performance of this Agreement, irrespective of its potential applicability under local legal frameworks.

18. Notice and Delivery

18.1 Delivery: Unless otherwise required by laws and regulations, any written notice delivered by SHOPLINE to the Developer during the signing or performance of this agreement shall be deemed delivered on the third natural day after being mailed to the communication address provided by the Developer to SHOPLINE. The forms of written notice also include but are not limited to announcements on the Open Platform, emails sent to the Developer, Open Platform internal messages, system messages, mobile text messages, and faxes. In the case of a written notice delivered electronically, the notice shall be deemed delivered on the day of sending.

18.2 Delivery of Legal Documents

18.2.1 For any disputes arising from this agreement, the Developer declares that judicial authorities (including but not limited to the people's court) may deliver legal documents (including legal documents related to litigation) to the Developer through modern communication methods such as mobile text messages or email, or by postal mail. The Developer acknowledges the effectiveness and legality of the aforementioned delivery methods.

18.2.2 The Developer designates the mobile phone number or email address used for the Developer's Open Platform account as the designated address for receiving legal documents. The delivery of legal documents by judicial authorities to the aforementioned address shall be deemed as effective delivery.

18.2.3 The Developer designates the registered address or place of residence as the mailing address.

18.2.4 The Developer agrees that judicial authorities may use one or more of the aforementioned delivery methods to deliver legal documents, and if multiple delivery methods are used, the delivery time shall be based on the earliest delivery method.

18.2.5 The above-mentioned delivery methods confirmed by the Developer apply to various stages of judicial proceedings, including but not limited to the first instance, second instance, retrial, and enforcement procedures (including delivery of payment orders).

18.2.6 If there is a change in the Developer's delivery address mentioned above, the Developer shall inform SHOPLINE and the judicial authorities (if applicable) of the updated delivery address at least seven (7) business days in advance.

Annex 1: SHOPLINE Data Hosting Agreement

1. SHOPLINE provides data hosting services to Developer based on their requirements.

2. SHOPLINE may change the server location for storing and processing your hosted data based on its strategic plans or applicable data-related regulatory requirements.

3. SHOPLINE will make reasonable effort to ensure the security of your hosted data, but it does not provide any guarantee of the data's security. You acknowledge and accept that you are responsible for any consequences resulting from data loss or leakage, but SHOPLINE has an obligation to promptly notify you in case of such incidents.

4. If your hosted data includes important or personal information, you should ensure that you have obtained the relevant parties' consent before hosting it.

5. In the event that SHOPLINE faces proceedings, penalties, or claims from third parties or government agencies due to your hosted data or its content, you agree to indemnify the losses incurred by SHOPLINE, including but not limited to compensation, attorney fees, litigation costs, and other expenses incurred by SHOPLINE in seeking remedies.

6. SHOPLINE has the right to decide to remove your hosted data in the following circumstances:

6.1 If the data contains content that violates laws or public morals, such as infringing, obscene, pornographic, or gambling-related immoral, fraudulent, defamatory, threatening, harassing or otherwise offensive content.

6.2 If the data may affect the operation of the SHOPLINE website or servers.

6.3 Other circumstances where SHOPLINE reasonably determines that removal is necessary.

7. If your hosted data has not been use or access for more than three consecutive months, SHOPLINE may remove the data. SHOPLINE will notify you ten days in advance based on the contact information you provided during registration, allowing you to back up your data in advance. If you fail to respond within the specified ten-day period, SHOPLINE will dispose of your data at its own discretion without assuming any responsibility.

Annex 2: SHOPLINE Partner Agreement

Upon agreeing to this "SHOPLINE Partner Agreement" (referred to as "Partner Agreement"), you have the right to use the SHOPLINE Partner System and earn commissions. Please read and fully understand this Partner Agreement, particularly the provisions concerning liability exemption or limitation, rights licenses and information usage, terms for agreeing to open and use specific services, applicable laws, and dispute resolution. If you do not agree to this Partner Agreement, you will be unable to use this system.

This Partner Agreement, once effective, shall constitute an integral and inseparable part of the "SHOPLINE Developer Agreement" and shall have equal legal effect therewith. Matters or terms not specified in this Partner Agreement shall be governed by the provisions of the "SHOPLINE Developer Agreement."

1. Feature

Through SHOPLINE Partner System, you can recommend SHOPLINE's SaaS online store building service to potential customers who may use SHOPLINE, whether legal entities or individuals (referred to as "potential customers") and earn a certain percentage of remuneration based on the potential customers' subscription. You should share the exclusive links and invitation codes generated by SHOPLINE with potential customers. If potential customers do not register or subscribe to SHOPLINE's services using the exclusive links and invitation codes, you will not receive the corresponding promotional remuneration.

2. Commission

The specific commission deduction rules mainly follow the Open Platform's commission rules. You can view the current commission rates after logging into the SHOPLINE’s site. We reserve the right to revise the commission rates at our discretion from time to time without your additional consent. You should regularly log in to the system to view the latest rates.

The commission withdrawal amount may vary based on the type of subscription the customer chooses. If the customer subscribes to a quarterly or annual package, the monthly withdrawal amount will be calculated as the total commission amount divided by the total number of subscription months. If the customer cancels the subscription midway, subsequent commissions will not be paid.

SHOPLINE is only obliged to make payment to the account provided by you, and does not need to verify the authenticity of any receiving account. You should ensure the accuracy, authenticity, as well as the security of your network. You understand and accept that you will be solely responsible for any losses incurred due to incorrect collection of account information or malicious replacement of the account caused by hacker attacks or virus infections.

You understand and accept that SHOPLINE is only obligated to make payments based on the displayed amounts on the site. The actual amount received may vary due to different fee policies of different regions or payment institutions. You should bear all taxes, fees, and other charges that may arise from the payment.

3. Liability Limitation

You understand and accept that we will identify and take measures such as freezing, banning, or stopping payments to risk accounts based on our risk control rules. If your account is subjected to such measures, you can appeal through the contact information recorded on the SHOPLINE site.