TERMS OF USE

Riplz Collectives - Brands

Last Updated: May 1st, 2026

1. THE SERVICES

These Merchant Terms of Use (the “Terms”) govern your access to and use of the Riplz Collectives platform (the “Services”), operated by Daily Karma Inc., doing business as Riplz (“Riplz,” “we,” “us,” or “our”), a company registered in California at 8605 Santa Monica Blvd. PMB 95166, West Hollywood, CA 90069. You can contact us at support@riplz.co.

Riplz Collectives provides a platform that enables eCommerce brands to collaborate through shared customer experiences and post-purchase engagement (each such grouping, a “Collective”; each participating brand, a “Participating Brand,” “Brand,” or “you”). These Terms constitute a legally binding agreement between you, whether personally or on behalf of an entity, and Riplz, concerning your access to and use of the Services.

By accessing or using the Services, you represent that you have read, understood, and agree to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND MUST DISCONTINUE USE IMMEDIATELY.

The Services are intended for business users who are at least 18 years old and authorized to enter into these Terms on behalf of the applicable business entity. The Services are intended for general eCommerce use and are not designed for the processing of data subject to industry-specific regulations. You are responsible for ensuring that your use of the Services complies with all laws applicable to your business. The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction where such use would be contrary to law or regulation.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

You may be required to create an account or complete onboarding information to use the Services. You agree to provide accurate, current, and complete information and to keep it updated.

You are responsible for all activity that occurs under your account, for keeping your credentials confidential, and for ensuring that any person accessing the Services on your behalf is authorized to do so and complies with these Terms.

We may suspend or restrict access if we reasonably believe your account information is inaccurate, your account is being used without authorization, or your use of the Services violates these Terms or applicable law. We reserve the right to remove, reclaim, or change Brand Name or Brand Description you select if we determine, in our sole discretion, that it is inappropriate, obscene, or otherwise objectionable.

3. SUBSCRIPTION, USAGE FEES, AND BILLING

3.1 Subscription Fee

Participation in a Riplz Collective requires payment of a monthly subscription fee as promoted during the app installation process (the “Subscription Fee”), billed in advance through Shopify’s billing infrastructure on a recurring thirty (30) day cycle. Your subscription will continue and automatically renew unless cancelled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel. The Subscription Fee is non-refundable except as expressly required by applicable law.

3.2 Billing Through Shopify

All fees under these Terms, including the Subscription Fee and Usage Fees (defined in Section 4.1), are billed and collected exclusively through Shopify’s billing infrastructure. By installing the Services, you authorize Shopify to charge your payment method on file for all fees incurred under these Terms. All payments shall be in US dollars. Riplz is not responsible for delays, failures, or errors in billing attributable to Shopify’s billing systems.

3.3 Cancellation

You may cancel your subscription by uninstalling the Riplz application through your Shopify Dashboard. Your cancellation will take effect at the end of the current paid term. Cancellation or uninstallation ends your obligation to accrue future fees as of the effective date but does not extinguish fees already accrued prior to that date, including Usage Fees for Qualifying Collective Transactions recorded before that date. Where any accrued Usage Fees remain outstanding at the time of cancellation or uninstall, Riplz will either: (a) charge the payment method on file through Shopify’s billing system prior to account closure; or (b) issue an invoice to the email address associated with your account, payable within thirty (30) days of the invoice date.

3.4 Failed Payment and Service Suspension

If any payment due under these Terms is not collected by Shopify on the scheduled billing date, Riplz will provide written notice to the email address associated with your account. If payment is not successfully collected within five (5) business days of that notice, Riplz reserves the right to suspend your access to the Services, including removal of your store from active Collective surfaces, without further notice and without liability to you. Suspension does not extinguish any fees accrued prior to the date of suspension.

4. COLLECTIVE PARTICIPATION AND ATTRIBUTION

4.1 Usage Fee

In addition to the Subscription Fee, you agree to pay a usage fee equal to fifteen percent (15%) of the Net Order Value for each Qualifying Collective Transaction completed on your store and attributed to the Services (the “Usage Fee”).

“Net Order Value” means the total order value after application of any Collective Promotional Discount Code redeemed by the customer at checkout, but before taxes and shipping. The Net Order Value will be reduced by the value of any refund or return processed during the Refund Adjustment Period under Section 5.

Usage Fees accrue in real time as Qualifying Collective Transactions are recorded by Riplz’s attribution system, then become final and are billed in accordance with Section 5.

4.2 Qualifying Collective Transactions

A “Qualifying Collective Transaction” is a completed purchase at your store where any one or more of the following independent attribution triggers is met:

(a) Discount Code Attribution. The customer uses a Collective Promotional Discount Code at checkout, regardless of when the code was issued or redeemed. No time-based window applies to this trigger.

(b) Click-Based Attribution. The customer clicks to your store directly from a Collective asset (including, but not limited to Collective landing page, Collective email, or post-purchase widget) and completes a purchase within the time-based attribution window described in Section 4.3.

You are charged only when a Qualifying Collective Transaction occurs. Clicks, impressions, sign-ups, and traffic referrals that do not result in a completed purchase under one of the triggers above do not constitute Qualifying Collective Transactions and do not generate Usage Fees.

4.3 Time-Based Attribution Window

The time-based attribution window referenced in Section 4.2(b) defines the period during which a click-through from a Collective asset must be followed by a completed purchase at your store for that purchase to qualify as a Qualifying Collective Transaction under that trigger.

As of the effective date of these Terms, the time-based attribution window is one (1) hour. The time-based attribution window applies only to Click-Based Attribution under Section 4.2(b). It does not apply to Discount Code Attribution under Section 4.2(a), which has no time limit.

Riplz currently intends to extend the time-based attribution window from one (1) hour to fourteen (14) days or more as part of a future product release. Any such extension constitutes a Material Fee Modification and is subject to the notice and termination rights set forth in Section 6.

4.4 Halo Attribution — No Current Fee Impact

Riplz currently records Halo Attribution data — purchases made by a customer within sixty (60) days of their first attributable purchase — for internal analytics and reporting purposes only. No Usage Fees are currently charged in respect of Halo Attribution transactions. If Riplz introduces Usage Fees for Halo Attribution transactions in the future, such introduction will constitute a Material Fee Modification subject to Section 6.

4.5 Attribution Methodology and Finality

Riplz operates the sole attribution tracking system for all Qualifying Collective Transactions. Riplz’s determination of whether a transaction qualifies, and the Net Order Value on which the Usage Fee is calculated, is final and binding, subject only to the dispute process set out in Section 4.6.

Attribution is based on data signals available to Riplz through the Shopify API and Riplz’s proprietary tracking infrastructure, including but not limited to Collective Promotional Discount Code redemption, click-through tracking from Collective assets, and email address matching against Collective membership records.

4.6 Attribution and Fee Dispute Process

If you believe a transaction has been incorrectly attributed or that the Net Order Value used to calculate a Usage Fee is inaccurate, you must submit a written dispute to support@riplz.co within thirty (30) days of the date the fee was charged. Disputes submitted after this window will not be considered. Each dispute submission must include: (a) the order number and transaction date; (b) the specific basis for the dispute; and (c) any supporting documentation available through your Shopify admin. Riplz will review and respond to all valid dispute submissions within ten (10) business days of receipt.

You will first raise any dispute regarding a Usage Fee or other charge through the process set forth in this Section 4.6 before initiating a chargeback or payment reversal through Shopify or any payment provider. You acknowledge that Riplz has limited ability to investigate or respond to billing disputes routed through chargeback channels rather than the contractual dispute process. If you initiate a chargeback for fees that are owed under these Terms or that have not first been raised through the dispute process, Riplz may, in addition to its other rights and remedies: (a) suspend your access to the Services pending resolution; (b) recover any chargeback amounts, related fees, and reasonable costs of collection; and (c) consider the chargeback in evaluating your account standing and continued participation in the Services. Nothing in this Section limits your rights under applicable law or under Shopify’s billing terms.

4.7 Collective Promotional Discount Codes

Collective Promotional Discount Codes are discount codes created and managed by Riplz on behalf of Participating Brands as part of the Services and made available to Collective members. Each Participating Brand determines the discount percentage applicable to its store, and Riplz generates, distributes, and implements the corresponding discount codes through the brand’s Shopify integration.

Each Participating Brand is solely responsible for funding and honoring the discount at its own store. Riplz bears no obligation to reimburse you for the value of any discount applied through a Collective Promotional Discount Code, including codes redeemed at your store.

When a customer redeems a Collective Promotional Discount Code at your store, the Usage Fee is calculated on the Net Order Value as defined in Section 4.1. Riplz may modify the parameters of the Collective Promotional Discount Code program upon thirty (30) days’ written notice to Participating Brands.

5. REFUND ADJUSTMENT PERIOD AND INVOICING

5.1 Pending Status

Each Usage Fee accrues in pending status at the time the underlying Qualifying Collective Transaction is recorded.

5.2 Refund Adjustment Period

Riplz holds Usage Fees in pending status for thirty (30) days following the date of the underlying transaction (the “Refund Adjustment Period”). If the customer is issued a full or partial refund during the Refund Adjustment Period, the corresponding Usage Fee is automatically reversed in full or reduced proportionally to the refund amount, and no Usage Fee, or a reduced Usage Fee, is invoiced for that transaction.

5.3 Finalization and Invoicing

Upon expiration of the Refund Adjustment Period, the Usage Fee becomes final. Final Usage Fees are processed through the Shopify Billing API at the end of each thirty (30) day app billing cycle in accordance with Shopify’s billing system. As a result of this Refund Adjustment Period, you will not see Usage Fee charges in your Riplz dashboard for the first thirty (30) days after joining a Collective.

5.4 Post-Period Refunds

Refunds processed after the Refund Adjustment Period do not reduce or reverse Usage Fees that have already been finalized and processed. You acknowledge that customer refunds occurring outside the Refund Adjustment Period are commercially absorbed by you.

5.5 Chargebacks

Customer chargebacks against you are treated as refunds for purposes of this Section if processed and confirmed during the Refund Adjustment Period. Chargebacks confirmed after the Refund Adjustment Period do not reduce finalized Usage Fees. This Section addresses customer chargebacks; the treatment of payment-provider chargebacks initiated by you against Riplz is governed by Section 4.6.

6. MATERIAL FEE MODIFICATIONS

A “Material Fee Modification” is any modification to the Subscription Fee, the Usage Fee percentage, the definition of a Qualifying Collective Transaction, the time-based attribution window in Section 4.3, or the introduction of Usage Fees for Halo Attribution under Section 4.4, in each case where the modification would result in increased fees payable by Participating Brands.

Riplz may make a Material Fee Modification subject to the following:

(a) Riplz will provide no less than thirty (30) days’ advance written notice to all affected Participating Brands;

(b) Riplz will publish updated Terms with an updated “Last Updated” date prior to the effective date of the modification;

(c) the modification will apply only to transactions occurring on or after the effective date, with no retroactive application; and

(d) any affected Participating Brand may terminate its subscription without penalty by uninstalling the Riplz Shopify app from their store.

7. DATA SHARING, CONSENT, AND DATA PROTECTION ROLES

7.1 Cross-Brand Customer Data Sharing

A core function of the Riplz Collective is the sharing of customer email addresses and associated membership data between Participating Brands within the same Collective. When a customer joins a Collective through your store’s post-purchase widget, landing page, or any other Collective entry point, that customer’s email address and Collective membership record will be made available to all Participating Brands that are compatible with your store at the time of that customer’s enrollment, in accordance with the Riplz Privacy Policy at https://www.riplz.co/privacypolicy. By participating in a Riplz Collective, you acknowledge and agree to this cross-brand data sharing on behalf of your store.

7.2 Merchant Privacy Policy and Customer Opt-Outs

You represent and warrant that your store maintains a privacy policy that discloses to customers that their personal information may be shared with third-party partners and service providers in connection with your business operations, and that customers have been provided with a mechanism to opt out of such sharing where required by applicable law. This disclosure does not require specific reference to Riplz by name. A general disclosure that your store shares customer data with third-party service providers and marketing partners for business purposes is sufficient to satisfy this warranty, provided such disclosure is accurate, conspicuous, and accessible to customers prior to or at the point of purchase.

Customer consent for Riplz Collective participation is collected separately by Riplz through the Riplz Collective widget as described in Section 7.3. Consistent with the independent Controller relationship described in Section 7.4, a customer's opt-out, deletion, or "do not sell or share" request made under your privacy policy applies to your own processing of that customer's data and does not, by itself, withdraw the customer's separate consent to Riplz's Collective participation. Customers may withdraw consent to Riplz's processing through the Riplz unsubscribe mechanisms made available to them.

YOU REPRESENT AND WARRANT THAT SUCH A DISCLOSURE EXISTS IN YOUR STORE'S PRIVACY POLICY AS OF THE DATE YOU INSTALL THE SERVICES AND THROUGHOUT THE DURATION OF YOUR PARTICIPATION IN ANY RIPLZ COLLECTIVE. YOU BEAR SOLE RESPONSIBILITY FOR ENSURING YOUR PRIVACY POLICY REMAINS ACCURATE, CURRENT, AND COMPLIANT WITH ALL APPLICABLE DATA PROTECTION LAWS, INCLUDING BUT NOT LIMITED TO THE CALIFORNIA CONSUMER PRIVACY ACT (CCPA) AND THE CALIFORNIA PRIVACY RIGHTS ACT (CPRA), AND OTHER APPLICABLE U.S. STATE PRIVACY LAWS.

7.3 Riplz Collective Widget Consent

In addition to your privacy policy disclosures, Riplz collects customer consent directly through the Riplz Collective widget at the point of Collective enrollment. The widget presents clear disclosure language informing customers that, by joining the Collective, their email address will be shared with Participating Brands within the Collective for marketing purposes. Customers provide consent by taking an affirmative action (such as clicking a “Join” button) after being presented with this disclosure. Riplz maintains records of this consent, including timestamp, customer identifier, and the disclosure presented at the time of enrollment. This consent does not replace your obligations to maintain appropriate disclosures in your own privacy policy and to comply with applicable data protection and marketing laws.

7.4 Data Protection Roles

The parties acknowledge that their respective roles under applicable data protection laws (including the CCPA/CPRA, GDPR, and UK GDPR) depend on the specific processing activity, and that each party independently determines the purposes and means of its own processing:

(a) Brand as Controller of Store Data. You are the Controller of personal data you collect from your customers on your Shopify store, including data collected before such customers join a Collective and data you process for your own marketing, fulfillment, and customer relationship purposes.

(b) Riplz as Controller of Network Data. Riplz is the Controller of personal data it independently collects and processes for purposes including: operation of the Collective network and visibility rules; collection of consent through Riplz-operated surfaces (including the post-checkout widget and Collective landing pages); maintenance of Collective membership records and customer accounts; attribution of purchases and lead exchange across the network; administration of any Collective promotional credit; and product analytics and security. Riplz processes such data in accordance with its Privacy Policy at https://www.riplz.co/privacypolicy.

(c) Independent Controllers. With respect to personal data of customers who join a Collective, you and Riplz each act as independent Controllers for your respective processing activities. Each party is responsible for compliance with data protection laws applicable to its own processing, and neither party is responsible for the other party’s independent processing or compliance failures.

(d) Cooperation. Each party will provide reasonable cooperation and information to the other to the extent necessary for the other party to comply with its obligations under data protection laws, including in connection with data subject and consumer requests, regulatory inquiries, and security incidents involving shared personal data. Riplz will notify you without undue delay of any confirmed personal data breach affecting personal data shared between the parties under these Terms.

7.5 Permitted Use of Shared Customer Data

Customer data you receive through the Riplz Collective network, including email addresses originating from consumers who opted in through Participating Brands (“Collective-Sourced Data”), may be used for: (a) lawful marketing communications regarding your own products and services; (b) communications promoting the Collective, Participating Brands within the Collective, or shared themes, values, or initiatives of the Collective, including cross-brand storytelling, editorial content, and joint campaigns; and (c) participation in Collective campaigns as described in these Terms.

You must: (i) maintain an active and functional unsubscribe or opt-out mechanism in all email or other marketing communications sent to Collective-Sourced Data; (ii) comply with all applicable anti-spam, data protection, and consumer privacy laws in connection with your use of Collective-Sourced Data; and (iii) not sell, rent, transfer, disclose, or otherwise share Collective-Sourced Data with any third party (including other Participating Brands outside the specific Collective in which the data was received), or use such data to build or augment external marketing lists, without the customer’s separate, legally valid consent.

7.6 Indemnification for Data Compliance Failures

In addition to your indemnification obligations under Section 19, you agree to defend, indemnify, and hold harmless Riplz and its officers, directors, employees, and agents from and against any claims, damages, fines, penalties, or expenses (including reasonable attorneys’ fees) arising from: (a) the absence or inadequacy of a third-party sharing disclosure in your store’s privacy policy; (b) your use of Collective-Sourced Data outside the permitted purposes in Section 7.5; (c) any violation of applicable data protection or privacy laws in connection with your use of the Services; or (d) any regulatory investigation or enforcement action directed at Riplz that arises from your non-compliance with this Section.

8. CONFIDENTIALITY AND NETWORK DATA

8.1 Confidential Information

“Confidential Information” means any non-public information disclosed by one party to the other, or made available to a Participating Brand through the Services, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes:

(a) Collective performance data, including impressions, traffic volumes, click-through rates, conversion rates, sign-up volumes, offer redemption rates, and revenue attribution figures, whether accessed through the Riplz dashboard or delivered through reports, exports, dashboards, or other materials provided by Riplz;

(b) customer email addresses and Collective membership data made available to Participating Brands through the Services;

(c) non-public brand information disclosed to Riplz that is not, at the relevant time, made available to other Participating Brands or the public through the Services;

(d) per-brand performance and contribution data identifying any individual Participating Brand, including impressions, email captures, site visits, attributed orders, revenue, average order value, discount redemption, and contribution share within a Collective; and

(e) any data, reports, or analytics generated by Riplz that identify, or could reasonably be used to identify, the performance of an individual Participating Brand, excluding aggregated, anonymized, or de-identified data that does not identify any individual Participating Brand.

8.2 Obligations of Confidentiality

Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose the other party’s Confidential Information to any third party without prior written consent; and (c) use the other party’s Confidential Information solely for the purpose of participating in and operating the Services.

8.3 Restrictions on Use of Network Data

Collective performance data and any information you access through the Riplz dashboard that relates to another Participating Brand (“Network Data”) may only be used for the purpose of managing your own Collective participation. You may not: (a) use Network Data to inform competitive strategies against any other Participating Brand; (b) share Network Data with any third party without Riplz’s prior written consent; (c) retain copies of Network Data after termination beyond the period necessary to settle outstanding billing matters; or (d) reverse engineer or aggregate Network Data in a manner that would allow identification of individual customer behavior attributable to another Participating Brand.

8.4 Survival

The confidentiality obligations in this Section survive termination or expiration of these Terms for a period of three (3) years from the date of termination or expiration.

9. INTELLECTUAL PROPERTY AND BRAND ASSETS

9.1 Riplz Intellectual Property

Riplz is the owner or licensee of all intellectual property rights in the Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, the “Riplz Content”), as well as the trademarks, service marks, and logos contained therein (the “Riplz Marks”). The Riplz Content and Riplz Marks are protected by copyright and trademark laws and treaties in the United States and around the world. Except for the limited rights expressly granted in these Terms, all rights, title, and interest in and to the Services, Riplz Content, and Riplz Marks are reserved.

9.2 Limited License to the Services

Subject to your compliance with these Terms, Riplz grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes. The Services are provided as a hosted, online platform. You do not receive any ownership interest in the Services or any underlying software, and you may not: (a) copy, modify, or create derivative works of the Services; (b) reverse engineer, decompile, or attempt to extract source code; or (c) access or use the Services for purposes of building a competing product.

9.3 Collective Assets License

“Collective Assets” means Riplz Content made available to Participating Brands for use in connection with a Collective, including logos, badges, copy templates, campaign creatives, videos, and images. Subject to your compliance with these Terms, Riplz grants you a limited, non-exclusive, non-transferable, revocable license to use Collective Assets solely for marketing and promotional purposes related to your participation in a Collective, including email marketing and newsletters, social media posts and advertising, and website and landing page placement. You agree that:

(a) Collective Assets may only be used in connection with your participation in a Collective and may not be used for unrelated commercial purposes;

(b) you will comply with any branding, attribution, or usage guidelines we provide;

(c) you will not modify Collective Assets in a manner that is misleading, deceptive, or that misrepresents your relationship with us or other Participating Brands; and

(d) you will not use Collective Assets in a way that infringes upon the rights of any third party.

9.4 Brand Assets License

By participating in a Riplz Collective, you grant Riplz and the other Participating Brands within your Collective a limited, non-exclusive, royalty-free, non-transferable, revocable license to display your brand name, logo, and associated brand assets (“Brand Assets”) in connection with the promotion of the Collective and Participating Brands. Permitted uses include:

(a) display within Riplz-controlled surfaces, including post-purchase widgets, Collective landing pages, and Collective emails; and

(b) use by Participating Brands in their own marketing channels (including email, social media, and website) solely for the purpose of promoting the Collective and other Participating Brands within the Collective.

This license is subject to the following restrictions: Brand Assets may not be used for unrelated commercial purposes; may not be modified, altered, or used in a misleading or deceptive manner; may not be used to imply endorsement, partnership, or affiliation beyond participation in the same Collective; and may not be used more prominently than the promoting brand’s own branding or in a manner that suggests primary ownership of another brand’s identity. Use must comply with any branding or usage guidelines provided by the applicable brand or by Riplz.

Upon your exit from a Collective or termination of your account, Participating Brands must cease new use of your Brand Assets within a reasonable period, except for previously distributed materials and forward-stable customer experiences as described in these Terms. You represent and warrant that you have the right to grant the license described in this Section, and that such use will not infringe the rights of any third party.

9.5 Submissions and Feedback

If you provide Riplz with any questions, comments, suggestions, ideas, or feedback regarding the Services ("Feedback"), you grant Riplz a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use such Feedback to operate, improve, and promote the Services, without compensation or acknowledgment to you. You represent and warrant that you have the right to provide such Feedback and that it does not violate any third-party rights. You retain ownership of your Feedback, and nothing in these Terms transfers ownership of your intellectual property to Riplz

10. PROHIBITED CONDUCT AND NETWORK INTEGRITY

10.1 Prohibited Conduct

You agree not to misuse the Services or the Collective network. Prohibited conduct includes:

• violating applicable law or third-party rights;

• providing false, misleading, or inaccurate information; interfering with security, authentication, billing, attribution, tracking, or platform functionality;

• uploading or transmitting malware, harmful code, or abusive content;

• using bots, scripts, or automated tools to simulate customer behavior or interactions with Collective assets;

• artificially generating clicks, sign-ups, purchases, referrals, attribution events, or Usage Fees, or coordinating with any other Participating Brand, affiliate, or third party to create self-referral loops, circular transactions, or other arrangements designed to generate Usage Fees without genuine independent customer purchase intent;

• creating fictitious customer accounts, or using existing customer accounts without authorization, to generate Qualifying Collective Transactions;

• suppressing, misrepresenting, or manipulating Shopify order values or discount data accessible to Riplz through the Shopify API for the purpose of reducing the Net Order Value on which Usage Fees are calculated, or otherwise distorting attribution;

• using customer data received through the Services for unauthorized purposes;

• harassing, abusing, or harming customers, Riplz, other Participating Brands, or third parties;

• using the Services to compete with Riplz or to replicate the Collective network; or

• attempting to bypass, disable, or undermine any limit, suspension, or compliance measure.

Conduct described in the bullets above relating to attribution, fee inflation, simulated traffic, fictitious accounts, order-value manipulation, and self-referral loops is collectively referred to as “Network Abuse.”

10.2 Consequences

If we reasonably suspect prohibited conduct or Network Abuse, we may, in our sole discretion and without prior notice: (a) investigate and suspend your access to the Services pending investigation; (b) terminate your account and remove your store from all Collectives, permanently in the case of confirmed Network Abuse; (c) withhold, void, or reverse any attribution or Usage Fees determined to have been generated through Network Abuse; (d) report suspected fraudulent activity to Shopify and relevant law enforcement authorities; and (e) take any other appropriate action. Termination for confirmed Network Abuse takes effect immediately upon notice and does not require a cure period.

11. SERVICE AVAILABILITY

11.1 Commercially Reasonable Efforts

Riplz will use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, excluding scheduled maintenance windows and circumstances beyond Riplz’s reasonable control. Riplz does not warrant or guarantee any specific uptime percentage at this time.

11.2 Scheduled Maintenance

Riplz may perform maintenance, updates, or modifications to the Services from time to time, which may result in temporary interruptions or unavailability. Riplz will not be responsible for any losses resulting from such interruptions.

11.3 Unplanned Outages

In the event of an unplanned outage of the Services attributable to Riplz-controlled systems that renders the Collective widget, landing pages, or attribution tracking unavailable for a continuous period of four (4) hours or more, Riplz will: (a) post a status update or communicate via email within a reasonable time after the outage is confirmed internally; and (b) apply a pro-rata credit to your next monthly Subscription Fee equal to one (1) day’s Subscription Fee for each full twenty-four (24) hour period of confirmed outage, up to a maximum of seven (7) days’ Subscription Fee per calendar month.

Subscription Fee credits under this Section 11.3 are your sole and exclusive remedy for service outages. No credit will be issued for outages or unavailability resulting from: (i) Shopify platform outages or limitations; (ii) third-party services, integrations, or infrastructure outside of Riplz’s control; (iii) your acts or omissions; (iv) force majeure events; or (v) outages occurring during any free trial period.

12. SHOPIFY PLATFORM COMPLIANCE

The Services are currently distributed as an unlisted Shopify application. Your installation and use of the Services is subject to Shopify’s Merchant Terms of Service, available at https://www.shopify.com/legal/terms. Riplz intends to list the Services on the Shopify App Store, and upon such listing, your continued use of the Services will additionally be subject to any requirements imposed by Shopify on publicly listed applications.

Riplz accesses your store data through the Shopify API solely for the purpose of operating the Services, including attributing Qualifying Collective Transactions, generating and tracking Collective Promotional Discount Codes, and maintaining Collective membership records. You authorize Riplz to access your store’s order data, customer data, and discount code functionality through the Shopify API to the extent necessary to provide the Services.

13. THIRD-PARTY WEBSITES AND CONTENT

The Services may contain links to other websites (“Third-Party Websites”) and content originating from third parties (“Third-Party Content”). Riplz does not investigate, monitor, or check Third-Party Websites or Third-Party Content for accuracy, appropriateness, or completeness, and is not responsible for them. If you access Third-Party Websites or use Third-Party Content, you do so at your own risk, and these Terms no longer govern such use.

14. PRIVACY POLICY

Your use of the Services is also governed by the Riplz Privacy Policy available at https://www.riplz.co/privacypolicy, which is incorporated into these Terms by reference. If there is a conflict between these Terms and the Privacy Policy regarding Riplz’s processing of personal information, the Privacy Policy will control for privacy-specific matters unless these Terms provide additional merchant obligations related to Collective participation. The Services are operated in the United States. To the extent you access or use the Services from outside the United States, you acknowledge that your information may be processed in the United States in accordance with the Privacy Policy.

15. TERM AND TERMINATION

These Terms remain in effect while you use the Services. You may terminate your use of the Services by uninstalling the Riplz application or cancelling your subscription as described in Section 3.3.

We may suspend or terminate your access to the Services if:

• you breach these Terms;

• payment fails or required Shopify charges are not approved;

• your use creates legal, security, privacy, platform, or network-integrity risk;

• Shopify requires or recommends action affecting the app or your store;

• you engage in prohibited conduct or Network Abuse; or

• continued participation would harm customers, Participating Brands, Riplz, Shopify, or the Collective network.

Upon termination, your right to access and use the Services ends. Sections that by their nature should survive termination will survive, including payment obligations, intellectual property, confidentiality, data use restrictions, disclaimers, limitations of liability, indemnification, dispute resolution, and record-retention provisions.

15.1 Data Return and Deletion

Upon termination, uninstallation, or expiration of your account, Upon written request to support@riplz.co made within thirty (30) days after termination, Riplz will securely delete your store's data from active Riplz systems within ninety (90) days, except as set out below.

Riplz may retain data: (a) as required by applicable law; (b) to resolve outstanding billing disputes; (c) in routine backups, which are overwritten in the ordinary course; and (d) to the extent the data forms part of another Participating Brand's forward-stable Collective snapshot, in which case it is retained for the duration of the relevant customer's active Collective membership as described in these Terms.

16. MODIFICATIONS AND INTERRUPTIONS TO THE SERVICES

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice, except that Material Fee Modifications are subject to Section 6. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases.

There may be information on the Services that contains typographical errors, inaccuracies, or omissions. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

17. DISCLAIMER

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, RIPLZ DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AVAILABILITY, ACCURACY, AND ERROR-FREE OPERATION.

Riplz does not guarantee any particular number of impressions, clicks, sign-ups, customers, sales, revenue, conversion rates, Collective matches, or return on investment. Riplz is not responsible for merchant store performance, Shopify outages, third-party service failures, customer behavior, deliverability of merchant marketing communications, or legal compliance of merchant-controlled campaigns.

18. LIMITATIONS OF LIABILITY

IN NO EVENT WILL RIPLZ OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF RIPLZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, RIPLZ’S TOTAL LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF (A) THE AMOUNT PAID BY YOU TO RIPLZ DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR (B) TEN THOUSAND U.S. DOLLARS ($10,000.00 USD).

19. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Riplz, including its subsidiaries, affiliates, and their respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (a) your use of the Services; (b) your breach of these Terms; (c) any breach of your representations and warranties set forth in these Terms; (d) your violation of the rights of a third party, including intellectual property rights; or (e) any overt harmful act toward any other user of the Services with whom you connected via the Services. Your additional indemnification obligations relating to data compliance failures are set forth in Section 7.6.

20. GOVERNING LAW AND DISPUTE RESOLUTION

20.1 Governing Law

These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

20.2 Informal Resolution

Before initiating arbitration, the parties will attempt in good faith to resolve any dispute arising out of or relating to these Terms (a “Dispute”) through written notice and a meeting between authorized representatives within thirty (30) days. If the Dispute is not resolved within sixty (60) days of the initial notice, either party may proceed to arbitration. Disputes regarding Usage Fees and attribution must first be submitted under Section 4.6.

20.3 Binding Arbitration

Except as provided in Section 20.5, any Dispute will be finally resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules then in effect, before a single arbitrator, in Los Angeles, California. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys’ fees; arbitration fees are shared equally unless the arbitrator awards otherwise.

20.4 No Class Actions; Jury Trial Waiver

Each party agrees to bring Disputes only in its individual capacity, and not as part of any class, collective, or representative proceeding. To the fullest extent permitted by law, each party waives any right to a trial by jury.

20.5 Exceptions

Either party may bring an action in the state or federal courts located in Los Angeles County, California for: (a) injunctive or equitable relief to protect intellectual property, confidentiality, or restrictive covenants; (b) collection of unpaid fees; or (c) claims within small claims court jurisdiction.

20.6 Limitations Period

Any Dispute (other than for unpaid fees) must be commenced within one (1) year after the cause of action accrues, or be permanently barred.

21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES.

22. MISCELLANEOUS

These Terms and any policies or operating rules posted by us on the Services constitute the entire agreement and understanding between you and us with respect to the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. We may assign any or all of our rights and obligations to others at any time. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms or use of the Services.

23. CONTACT US

To resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Daily Karma Inc. dba Riplz

8605 Santa Monica Blvd. PMB 95166

West Hollywood, CA 90069, United States

support@riplz.co