Merchant Partner Agreement

This Merchant Partner Agreement ("Agreement") is entered into between SR Innovations Private Limited, a company incorporated in India with its registered office at Delhi, India ("SR Innovations", "we", "us", "our") and the merchant who installs and uses any SR Innovations application ("Merchant", "you", "your").

SR Innovations develops and operates subscription management applications for the Shopify App Store. This Agreement governs the Merchant's access to and use of those applications and the associated platform infrastructure. By installing any SR Innovations application, the Merchant accepts the terms of this Agreement.

Subject to the terms of this Agreement, SR Innovations provides the following services:

SR Innovations reserves the right to add, modify, or discontinue features of the platform with reasonable notice to Merchants. We will not remove core subscription management functionality without at least 60 days advance notice.

As a condition of access to the SR Innovations platform, the Merchant agrees to:

• Maintain an active Shopify store with a subscription-compatible plan throughout the term of this Agreement
• Keep billing information current and ensure that the payment method on file is valid and has sufficient funds for plan charges
• Comply with Shopify's Partner Terms of Service, Platform Terms, and all applicable laws governing e-commerce in the jurisdictions in which the Merchant operates
• Not use the SR Innovations platform to process fraudulent transactions, facilitate illegal activity, or circumvent Shopify's policies
• Keep account credentials (email, password, API keys) confidential and notify SR Innovations immediately at security@srinnov.com if unauthorized access is suspected
• Not attempt to reverse-engineer, decompile, disassemble, or derive source code from any SR Innovations application
• Not resell, sublicense, or otherwise make the platform available to third parties without SR Innovations' prior written consent

SR Innovations grants the Merchant a limited, non-exclusive, non-transferable, revocable, worldwide license to access and use the SR Innovations platform solely for the Merchant's internal business purposes in connection with operating their Shopify store.

This license does not include the right to: access SR Innovations source code; create derivative works based on the platform; use the platform for the benefit of any third party; or use SR Innovations branding, trademarks, or logos without prior written consent.

The license is immediately revoked upon termination of this Agreement for any reason. All rights not expressly granted herein are reserved by SR Innovations.

All charges for SR Innovations applications are processed through Shopify Billing using the Shopify App Billing API. By accepting this Agreement, the Merchant authorizes Shopify to charge the fees applicable to the selected subscription plan to the payment method on file with Shopify.

• Fees are charged per the pricing published on the SR Innovations app listing at the time of subscription
• Plans renew automatically each billing cycle (monthly or annual) unless cancelled prior to the renewal date
• Plan changes (upgrades or downgrades) take effect at the start of the next billing cycle; upgrades may take effect immediately with prorated charges
• Shopify may withhold or adjust payments in accordance with their own Terms of Service
• Refunds are at the sole discretion of SR Innovations and are governed by Shopify's refund policies for app purchases

All fees are exclusive of applicable taxes. GST and other taxes applicable under Indian law will be added to fees where required.

Uptime is calculated as: (total minutes in the calendar month − minutes of unplanned downtime) ÷ total minutes in the calendar month × 100. Scheduled maintenance windows, announced at least 48 hours in advance via the status page at www.srinnov.com/status, are excluded from the uptime calculation.

Remedy for breach: If monthly uptime falls below 99.9%, SR Innovations will issue service credits at a rate of one day's subscription fee per full hour of excess downtime, up to a maximum of 30 days of fees for that billing period. Service credits are applied to the following month's invoice and are the Merchant's sole and exclusive remedy for uptime SLA breaches. Credits must be claimed within 30 days of the end of the affected calendar month.

SR Innovations provides email support to all active Merchants. Response time targets vary by plan:

Response times are measured in business hours (Monday to Friday, 09:00–18:00 IST, excluding Indian public holidays). Support is provided in English. SR Innovations is not obligated to provide support outside of business hours, though we will make reasonable efforts to respond to critical issues affecting billing operations.

The Merchant grants SR Innovations a limited license to use the Merchant's store data solely to provide the services described in this Agreement. SR Innovations may use aggregated, anonymized data derived from all merchants for the purpose of improving its platform and services.

Each party agrees to hold the other's Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential — including business plans, pricing, technical specifications, customer lists, and financial data.

This obligation of confidentiality continues for a period of three (3) years following the termination of this Agreement. It does not apply to information that: is or becomes publicly available without breach of this Agreement; was independently developed without use of the Confidential Information; or is required to be disclosed by law or court order.

Each party represents and warrants to the other that:

SR Innovations additionally warrants that the platform will perform materially in accordance with its documentation under normal use and conditions. The Merchant's sole remedy for a breach of this warranty is the service credit mechanism described in Section 6.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM IS PROVIDED "AS IS" AND SR INNOVATIONS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SR INNOVATIONS BE LIABLE TO THE MERCHANT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SR INNOVATIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SR INNOVATIONS' TOTAL AGGREGATE LIABILITY TO THE MERCHANT FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE MERCHANT TO SR INNOVATIONS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of the form of action (contract, tort, strict liability, or otherwise). The limitations reflect a reasonable allocation of risk between the parties and are an essential element of the basis of the bargain between them.

Each party ("Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents ("Indemnified Party") from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) the Indemnifying Party's breach of this Agreement; (b) the Indemnifying Party's gross negligence or wilful misconduct; or (c) any claim that the Indemnifying Party's materials or operations infringe a third party's intellectual property rights.

The Merchant additionally agrees to indemnify SR Innovations against claims arising from: (a) the Merchant's violation of Shopify's Terms of Service or Platform Terms; (b) the Merchant's failure to obtain a lawful basis for processing customer personal data; or (c) the Merchant's use of the platform for fraudulent or illegal purposes.

This Agreement commences on the date the Merchant installs the SR Innovations application and continues on a month-to-month basis unless terminated.

Either party may terminate this Agreement by cancelling the subscription through the Shopify App Store. Termination takes effect at the end of the current billing period, except where SR Innovations terminates for cause (as described below), in which case termination is immediate.

SR Innovations may terminate this Agreement immediately and without notice if: (a) the Merchant breaches Section 3 (Merchant Obligations); (b) the Merchant violates Shopify's Terms of Service; (c) the Merchant uses the platform for fraudulent, illegal, or abusive purposes; or (d) SR Innovations is required to do so by law or Shopify policy.

Upon termination, the Merchant's access to the platform ceases. Sections 8 (Intellectual Property), 9 (Confidentiality), 11 (Limitation of Liability), 12 (Indemnification), and 14 (Governing Law) survive termination.

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. The courts of Bengaluru, Karnataka, India shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

Before initiating legal proceedings, either party must provide 30 days written notice of the dispute and good-faith effort to resolve it through negotiation. If the dispute is not resolved within that period, either party may pursue available legal remedies.

This Agreement, together with the SR Innovations Privacy Policy, Data Deletion Policy, Data Processing Policy, and any applicable order forms or plan terms, constitutes the entire agreement between SR Innovations and the Merchant with respect to the subject matter hereof. It supersedes all prior and contemporaneous negotiations, representations, warranties, agreements, or understandings.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions remain in full force and effect. SR Innovations may update this Agreement by posting a revised version and notifying Merchants via email at least 30 days before changes take effect. Continued use of the platform after that date constitutes acceptance of the revised Agreement.

For questions about this Agreement, to negotiate enterprise terms, or to report a breach: