Thank you for choosing SuprShops as your service provider! To become eligible to use SuprShops Themes and Shopify design and development services (as defined later), you must first review and accept the Terms and Conditions (stated as 'terms') provided herein.

BY ACCEPTING THESE TERMS OR USING SUPRSHOPS THEMES AND SERVICES, YOU AGREE TO THE TERMS WITH SUPRSHOPS.

In these terms and conditions, 'you,' 'your,' and 'customer' will be used to refer to you. If you are using SuprShops products on behalf of an entity or organization, in that case, you agree to the Terms for that entity or organization and represent to SuprShops that you have the authority to bind and make decisions on behalf of the organization. In that case, the terms 'you,' 'your' and 'Customer' refers to the said entity or organization.

IMPORTANT POINT TO REMEMBER:

- SuprShops does not provide warranties or indemnities for products, and these terms are limited in liability to you.

- Disputes relating to this Agreement, SuprShops products, or your account must be resolved by binding arbitration and will be decided on a case to case basis

1) Important Definitions:

The following terms, when used in the Agreement above, will have the following meanings: 'Confidential Information' means any information or data disclosed by either party that is designated as confidential or proprietary and is reasonably understood to be confidential in light of the nature of the information provided and the circumstances surrounding their disclosure. However, 'Confidential Information' will not include any information that:

• (a) was disclosed in the public domain through no fault of the party receiving it, without restrictions
• (b) was known to the receiving party, before disclosure by the disclosing party, without restrictions
• (c) was adequately disclosed to the receiving party, by another individual with the legal authority to do so, without restrictions
• (d) was independently developed by the receiving party without reference to the disclosing party's Confidential Information.

'Customer Content' means any information, data, content, graphics, and any other material made available to SuprShops by the Customer to build a Customer website.

'Customer Website' means any website with the Customer's trademark operated by or on behalf of the Customer. It uses an eCommerce platform that is integrated with SuprShops Software, for which the Customer is permitted to use the Software as outlined in the Customer's account.

'SuprShops Products' means the page building software tools that have been made available.

2) Changes:

2.1) SuprShops may revise the Terms from time-to-time. If any revision is done, then the new Terms will supersede any prior versions and be effective from renewing your next subscription. For any changes to the Terms, SuprShops will provide you with advance notice. This notice will be provided via the account portal and/or via email to the file address.

For any other revisions, SuprShops will update the effective date of the Terms at the top of the revisions page and encourages customers to check the effective date of these Terms whenever you visit your account portal or website. Your continued access to use the SuprShops software will be based on your acceptance of said revisions.

If you do not agree to the said revisions, you can cancel your subscription to the SuprShops products. Subject to the terms mentioned above, no amendment or modification to the Terms and Conditions, nor any waiver of any rights herein, will be effective unless assented to in writing by both parties.

2.2) You acknowledge that SuprShops can change or deprecate any feature from time-to-time and that it is your responsibility to ensure that any request or calls you make to SuprShops are compatible with the current version of Suprshops Products. Although SuprShops endeavors to avoid any changes that are now compatible with previous systems, if any change is necessary, then Suprshops will notify you at least 30 days prior to the implementation of any changes.

3) SuprShops Software:

3.1) Subject to the terms and conditions of this Agreement, and the User Policy, SuprShops will take reasonable steps to make the Software available to Customers based on the pricing plan selected by the Customer. Customers may allow third-party contractors to use and access the Suprshops Software solely in connection with such contractors' services, but it is subject to confidentiality. If the Customer is an agency, then such rights, as may be agreed upon by both parties, can grant restricted access and use on behalf of the agency's specific clients. And Customers will only use the Software on behalf of the agency as per authorization.

3.2) Customer Responsibility - Customers acknowledge that SuprShops performance is dependent on the Customer, providing all necessary support that includes access to Customer APIs (if applicable), and Personal and Customer Content. The Customer will provide such information in a timely and diligent manner and be solely responsible for accuracy, quality, legality, and integrity. The Customer also, as a result of this, grants SuprShops a worldwide limited, non-exclusive, license to use, reproduce, create derivates of, distribute, and display Customer Content provided by the Customer.

3.3) Ownership Rights - As between the parties involved, SuprShops owns and retains the rights, titles, and interests in SuprShops Software and any improvements made thereto. In contrast, the Customer owns and retains the rights, titles, and interests in Customer Content and Customer Websites (excluding the Software embedded therein). No rights are granted other than as expressed herein.

3.4) Feedback - Customers are eligible to provide SuprShops with suggestions, comments, or feedback for improving the products, their features, or functionality, with respect to SuprShops Software. Suprshops has the full, unrequired right to use, display, distribute, and incorporate any such feedback related to its products and services.

3.5) Marketing - Notwithstanding anything mentioned herein, Suprshops has the right to collect and analyze data and information in relation to the use and performance of the Software. SuprShops is free to

• (i) Use such information to develop, improve and provide offerings, and
• (ii) Use any information and data in aggregate form for marketing purposes in connection with its business.

3.6) Data Processing Addendum and Privacy Shield - To this extent, SuprShops can process any Personal Data provided by Customer's Customers on behalf of the Customer. For the DPA's purpose, the Customer is the data controller and exporter and is in control of their Customer data.

4) Fees:

Customers will pay SuprShops fees as outlined in the standard pricing plan, which may be updated from time-to-time. SuprShops may change their pricing plans at any time by updating the plan on their website. The Customer is responsible for checking the site for any pricing upgradations. All changes to the pricing plan will be significant upon the next subscription renewal.

All fees are payable at the beginning of the term of the subscription.

If SuprShops does not receive a payment within 5 days after the due date, the interest shall accrue on past due amounts at the rate of 1% per month. Furthermore, SuprShops may restrict or suspend Customer's access to the Software if payments are not made within 5 business days of receiving a notice that payment is due. Payment obligations are non-cancelable and not proratable for partial months.

All amount and fees stated in the Terms and exclusive of taxes, duties, and other governmental charges, which the Customer is responsible for paying.

5) Confidentiality:

Each party to this Agreement, understands that all information related to business, finances, and technical details, are relevant and will remain confidential.

The Receiving Party agrees to:

• (i) take reasonable precautions to protect such information, and
• (ii) not use or divulge any such information to a third party.The Disclosing Party agrees that the aforementioned shall not apply with respect to any information that is:
• (a) generally available to the public,
• (b) within prior knowledge to the Receiving Party,
• (c) rightfully disclosed without restrictions from a third party,
• (d) independently developed without the use of any Proprietary Information from the Disclosing Party,

In addition to those mentioned above, the Customer will not permit any third party to:

• (i) reverse engineer, disassemble, or create, or attempt to start, or derive the source code that is underlying in the SuprShops Software,
• (ii) create any derivate works based on the Software,
• (iii) use the Software to build similar products or systems

6) Termination:

6.1) The Terms of Agreement will commence from the date of subscription and Agreement to the terms set by this Policy, and until your account is terminated.

6.2) Termination of Account - You may terminate your account at any time by deleting the SuprShops app in the platform you have integrated with the SuprShops Software.

SuprShops may suspend or terminate your account in the breach of any provisions of the Terms set in this Policy. Your account termination will be effective from the end date of your subscription upon written notice of the non-renewal of your plan.

SuprShops may also suspend or terminate your account on the grounds of -

• (a) there is reason to believe that the traffic created from the use of the SuprShops software is fraudulent or is negatively affecting the SuprShops products,
• (b) it is determined, that due to legal reasons, the provision of SuprShops Software has been prohibited,
• (c) subject to laws applicable, upon liquidation, the commencement of dissolution proceedings, disposal of assets, a failure to continue the business, or if the Customer is subject to bankruptcy, SuprShops can suspend your account.

For any queries related to the abovementioned Terms and Conditions, please contact us at cs@suprshops.com