Ohooray Independent Station User Service Agreement

During the process of registering as a user, you are required to complete the registration process as required and sign the "Terms of Service" (hereinafter referred to as "this Agreement") online by clicking "Agree". Before accepting this Agreement, please carefully read and fully understand all the contents of this Agreement (especially the content marked in bold). If you do not agree with any content of this agreement or cannot accurately understand the interpretation of the terms by the Ohooray distribution platform, please stop registering and do not proceed with any further actions. After you stop registering, you can only browse partial product information but cannot enjoy other services.

Article 1: Purpose of the Contract

In order to standardize the operation and management order of distribution platforms, clarify the rights and obligations of suppliers, distributors, and distribution platforms, and protect the legitimate rights and interests of all parties, this agreement is formulated for mutual compliance.

Article 2: Definition

2.1.  Unless otherwise expressly agreed, the following terms in this Agreement shall have the following meanings:

2.1.1.  Distribution Platform: abbreviated as "Haorui Ohooray Independent Station Platform", website:, refers to the online trading platform provided by Haorui Ohooray Co., Ltd. for registered users on the platform to display product information and provide intermediary services and management for online product trading. After successfully registering as a member and obtaining distribution qualifications according to the requirements of the distribution platform, users can publish a large amount of product information on third-party platforms (including but not limited to) or other sales channels on their own. After receiving orders from end consumers on third-party platforms or buyers on other sales channels, users can place orders on the distribution platform and request that the products be shipped to end consumers or other buyers on their behalf. In this agreement, users are referred to as "you", "distributor" or "member";

2.1.2.  Supplier: refers to the legal entity that provides goods to distributors on the distribution platform, that is, the counterparty that has a procurement and sales relationship with distributors, including manufacturers, brand owners, authorized suppliers, distributors or agents;

2.1.3.  Distributor: refers to the legal entity that purchases goods on the distribution platform, namely "you";

2.1.4.  Distributed goods: refers to the goods published on the distribution platform for distributors to place orders and purchase, hereinafter referred to as "goods";

2.1.5.  Purchase order: refers to a transaction order automatically generated by a distributor on the distribution platform after purchasing goods from a supplier and completing the order payment.

2.1.6.  Sales order: refers to a transaction order generated by a distributor selling goods purchased on a distribution platform to end consumers or other buyers through a third-party platform or other sales channels of the distributor.

2.1.7.  Day: Refers to a calendar day or calendar day.

2.1.8.  Working days: refers to the working hours other than statutory holidays as stipulated by the laws and regulations of the country where this agreement is to be performed.

2.1.9.  Related party: refers to any person who is directly or indirectly controlled by, under common control with, or controls a party. The term 'control' refers to (a) owning more than 50% of the issued shares, other equity, or registered capital of any person; Or (b) have the power to direct or control the management or policies of such person, whether by holding more than 50% of the voting rights of such person or by appointing a majority of the members of the board of directors or similar governing bodies; Or (c) being able to actually control this person through investment relationships, agreements, or other arrangements. 'Control' and 'controlled' have corresponding meanings. The term 'person' refers to any entity, enterprise, company, joint venture, joint stock company, partnership, individual, receiver, and liquidator.

Article 3: Contracting Parties

This agreement is signed by Haorui Ohooray Co., Ltd. and you, who have applied to become a registered user of the distribution platform, through online clicking to agree. The services under this agreement are provided by Haorui Ohooray Co., Ltd. for you. Unless otherwise stated, the legal entity of the distribution platform under this agreement is Ohooray Limited.

Article 4: Effectiveness and Scope of the Agreement

4.1.  You agree to this agreement by clicking on the online page or choosing to accept this agreement in any other way, including actually engaging in the cooperation matters described in this agreement with the distribution platform without clicking to confirm this agreement, all of which indicate that you have reached an agreement with the distribution platform on this agreement and agree to accept all the provisions of this agreement. This agreement shall come into effect upon your acceptance.

4.2.  The content of this agreement includes the main text of the agreement, all relevant rules, business norms and other documents that have been published or may be published by the distribution platform and notified in the form of website announcements in the future (hereinafter referred to as "platform rules"), including but not limited to membership level and rights system, after-sales service rules, etc. These documents are an integral part of this agreement and have the same legal effect as the agreement.

4.3.  The distribution platform has the right to formulate and modify this agreement and platform rules from time to time according to business needs, and notify you in the form of website announcements (unless otherwise agreed in this agreement). The adjusted content will take effect 7 days after the announcement. If you do not agree with the relevant revisions, please immediately stop using the service and notify the distribution platform in writing within 1 day. Otherwise, it will be deemed that you have accepted the revised content. In the event of a dispute with the distribution platform, the latest agreed content shall prevail. Unless otherwise explicitly stated, any new content that expands the scope of services or enhances functionality is subject to the constraints of this agreement.

Article 5: Distributor Entry and Audit

5.1.  When you join the distribution platform, you need to follow the instructions on the website registration page and register through your phone number or email. After successful registration, you can obtain a login account for the distribution platform. You are aware that obtaining a login account for the distribution platform only allows you to browse limited webpage information and does not enable you to enjoy the main functions and services provided by the distribution platform. If you need to further use the functions and services of the distribution platform, you should follow the prompts of the distribution platform to complete your basic information and membership information, and submit them to the distribution platform for review.

5.2.  You should adhere to the principle of good faith and provide registration information and materials to the distribution platform, and ensure that the provided registration information and materials are true, accurate, complete, legal and effective. If you are unable to provide the registration information and materials required by the distribution platform, the distribution platform has the right to refuse your entry request and registration application. If there are any changes to your registration information and materials, you should immediately notify the distribution platform and update your registration information and materials in a timely manner. If the registration information or materials you provide are illegal, untrue, inaccurate, or incomplete, you shall bear the corresponding responsibilities and consequences arising therefrom, and the distribution platform reserves the right to terminate your use of the distribution platform services.

5.3.  After obtaining the login account and password for the distribution platform, you can change your password according to the rules of the distribution platform. You should carefully and reasonably store and use your account and password. If you discover any illegal use of your account or security vulnerabilities, please notify the distribution platform immediately.

5.4.  Due to the association of your account with your personal and business information, your account is only for your personal use. You should keep your account and password safe. Without the consent of the distribution platform, any act of directly or indirectly authorizing a third party to use your account or obtain information under your account belongs to your own behavior. When your account is used without authorization, you should immediately notify the distribution platform. Otherwise, unauthorized use will be considered as your own behavior, and you will bear all losses and consequences caused by it. You are not allowed to lend or transfer your account to others for use, otherwise lending or transferring is invalid, and you shall bear all the responsibilities arising therefrom.

5.5.  The distribution platform will evaluate and review your distribution qualification application based on the basic information and membership information you submit. If your application is approved by the distribution platform, you can proceed with the review process

From the date of obtaining the distribution qualification, you have the right to browse the price, description, pictures, inventory quantity, shipping warehouse and other product information provided by the supplier online. You can also authorize on the supplier or distribution platform

Download product data packages within the scope and publish them on third-party platforms. At the same time, you can purchase and confirm the intended goods online through the distribution platform, submit a purchase order online and pay the purchase price. After the supplier accepts the purchase order, both parties officially establish the purchase order and establish a purchasing and sales relationship. After the purchase order is established, the supplier will entrust the distribution platform or other logistics service providers to arrange shipment and deliver the distributed goods to the designated consumers or buyers of the distributor. Each purchase order is bound by this agreement.

5.6.  You fully understand and agree that the distribution platform has the right to change or modify the basic information, membership information, and entry standards that need to be submitted by you according to business development needs and legal and regulatory requirements. For distributors who have already joined before the changes in basic information, membership information, and entry standards take effect, the distribution platform will provide a reasonable period of time. Distributors promise to meet the latest entry standards before the corresponding reasonable period expires. Otherwise, this agreement will automatically terminate upon the expiration of the corresponding reasonable period.

Article 6: Rights and Obligations of Distributors

6.1.  After successfully registering as a member of the distribution platform and obtaining distribution qualifications, distributors have the right to use the information services and transaction intermediary management services provided by the distribution platform, including but not limited to browsing product information, downloading product information data packages, managing products, managing goods, submitting purchase orders and online payments, and providing after-sales services.

6.2.  The distributor fully understands and confirms that when using the relevant services of the distribution platform, the distribution platform temporarily does not charge service fees to the distributor. However, the distribution platform reserves the right to charge the aforementioned fees, and the specific charging standards will be announced through platform rules or announcements.

6.3.  The distributor guarantees that in the process of using the services provided by the distribution platform to purchase goods online, it shall abide by the principles of good faith, comply with this agreement and platform rules, respect the business model and legitimate interests of the distribution platform, and shall not engage in unfair competition or use unfair means to obstruct the normal business activities and order of the distribution platform or damage the interests of the distribution platform during the transaction process. It shall not engage in any behavior unrelated to online transactions, and shall not fabricate or conceal transaction facts, evade or maliciously use the distribution platform or any other third-party transaction platform (including but not limited to third-party payment platforms such as PayPal), The transaction rules of Payoneer and other third-party trading platforms will not interfere with or obstruct the platform's business order and interests. We will not use the negligence or loopholes of the distribution platform or other third-party trading platforms to seek or maliciously seek benefits or infringe on the interests of the distribution platform. We will also not obtain improper benefits such as fake product sales, marketing discounts, and value-added service rights through improper means. Once discovered or the distribution platform has reasonable grounds to suspect that the distributor has or may have the aforementioned behavior, the distribution platform has the right to cancel the distributor's benefits or rights and demand that the distributor return all benefits or rights already obtained (if any). At the same time, we have the right to demand that the distributor pay a penalty of not less than RMB 200000 per occurrence to the distribution platform. If the penalty is not enough to compensate for the losses suffered by the distribution platform as a result, The sentence is:, Distributors should also compensate the distribution platform separately for any losses suffered. The distribution platform has the right to automatically deduct the aforementioned liquidated damages or compensation from the prepayment made by the distributor to the distribution platform, and shall not be liable to the distributor. The shortfall shall be made up by the distributor within 5 working days after receiving written notice from the distribution platform. If the payment is overdue, the distributor shall pay a penalty interest of 0.05% per day.

6.4.  Distributors shall comply with relevant agreements between the distribution platform and suppliers when publishing or publishing distribution product information and selling distribution products on third-party platforms or other sales channels. If a distributor publishes distribution product information on a third-party platform or other sales channels and edits or modifies the product information data package on the distribution platform, which infringes on the rights of the third party or exceeds the commitments and agreements of the supplier and distribution platform to the distributor, the distributor shall bear the relevant responsibilities and risks on its own.

6.5.  The product information published or released by distributors on third-party platforms or other sales channels is an agreement between distributors and consumers or other buyers. Distributors shall strictly fulfill their commitments to consumers or other buyers, and shall not use their agreements with suppliers to resist their commitments to consumers or other buyers. If the product information released by the distributor exceeds the scope of information provided by the supplier, or if the agreement between the distributor and the supplier is unclear or cannot cover the distributor's sales commitment to consumers, the distributor shall bear the relevant responsibilities and risks on its own. Any agreement between distributors and suppliers shall not conflict with this agreement and the rules of the distribution platform.

6.6.  When distributors sell distributed goods on third-party platforms or other sales channels, they should promptly synchronize the actual inventory of the supplier's goods on the third-party platform or other sales channels. Any disputes arising from the lack of goods after consumers or other buyers submit sales orders or place orders for goods for any reason shall be borne by the distributor at their own risk and responsibility.

6.7.  Distributors have the obligation to independently understand the relevant laws and regulations regarding the sale of goods on third-party platforms or other channels, including but not limited to intellectual property, product liability, product quality and safety guarantee obligations, consumer rights protection, etc., in the place where the goods are sold or where consumers or buyers are located, and strictly comply with them to ensure that distributors sell and distribute goods legally in such countries or regions. If a distributor purchases and distributes goods on a distribution platform and discovers or is found to be selling goods in the place where the goods are sold or where consumers or buyers are located, it is an illegal act, and the relevant consequences shall be borne by the distributor themselves. The distributor shall not request the distribution platform or supplier to bear responsibility.

6.8.  The distributor fully understands, agrees and irrevocably undertakes that all sales orders arising from the distribution of goods shall be supplied by suppliers on the distribution platform, and the source of goods for sales orders must be provided by suppliers on the distribution platform to ensure the quality of the distributed goods. The distributor promises to comply with the transaction process and relevant transaction rules of the distribution platform, and will not take any means or measures, including express or implied off exchange transactions with suppliers or transferring purchase orders that can be obtained through the distribution platform, in order to disrupt the normal business activities of the distribution platform or damage the interests of the distribution platform.

6.9.  The distributor fully understands and confirms that the supplier has irrevocably authorized and entrusted the distribution platform to provide collection services for the purchase order commodity price. The distributor hereby irrevocably agrees that the distribution platform has the right to collect the purchase order commodity price from the distributor on behalf of the supplier. When distributors conduct transactions on the distribution platform, they should pay the price of the goods to the designated receiving account of the distribution platform through online payment or offline transfer. The designated receiving account of the distribution platform shall be subject to the confirmation letter issued by the distribution platform and stamped with a valid seal. After the distributor has fully paid the price of the goods to the designated receiving account on the distribution platform, it shall be deemed that the distributor has fulfilled its payment obligations under the purchase order, and the supplier shall not have the right to request the distributor to pay the price under the purchase order. If a distributor applies for a formal invoice corresponding to the purchase order after placing an order and making payment, they should submit it to the distribution platform, which will urge the supplier to issue it. The distributor understands and confirms that the invoice corresponding to the purchase order will be issued by the supplier in the name of the supplier and/or its affiliates, and the distributor will not request the distribution platform to issue the aforementioned invoice.

6.10.  In order to facilitate the settlement of purchase order prices by distributors, they can prepay their accounts created on the distribution platform through online payment or offline transfer. If the distributor makes a pre payment, the distributor shall transfer the pre payment amount to the designated receiving account of the distribution platform and irrevocably authorize the distribution platform to pay the price of the goods under the purchase order submitted by the distributor on behalf of the supplier within the scope of the pre payment amount. When the distribution platform receives the bank payment receipt provided by the distributor and confirms that the prepaid amount has been received, the distribution platform will fully recharge the received amount to the distributor's distribution platform account within one working day. The distributor is aware that there may be some delay in the amount changes and adjustments under their account. Distributors should immediately check the details of their account changes upon receiving notification of account amount changes from the distribution platform. If there are any objections to the amount changes and recharge information, distributors should contact the distribution platform within one working day after receiving the account amount change notification and negotiate a solution. Without the written consent of the distributor, the distribution platform shall not change the recharge information under the distributor's distribution platform account without authorization. If the recharge amount of the distributor is not fully used, the distributor has the right to apply to the distribution platform for a refund of the remaining recharge amount. The distribution platform will review the application within 3 working days after receiving it. After the review is approved, the distribution platform will refund the relevant amount to the distributor's recharge account without interest within 7 working days.

6.11.  The distributor guarantees that the funds used to pay for the goods under the purchase order and the prepaid amount are the distributor's own funds and have legal sources. The distributor does not obtain third-party credit card, bank card, or third-party payment account information through buying, selling, borrowing, renting, theft, seizing, or any other illegal means for payment, nor does it engage in any unauthorized payment. If a distributor obtains third-party bank account information for payment through illegal means, makes unauthorized payments, or if the source of funds in the payment account is illegal, at any time and under any circumstances, if the distribution platform discovers or has reasonable grounds to suspect that the distributor is engaged in or may engage in the aforementioned behavior, the distribution platform has the right to stop providing services to the distributor at any time, close the distributor's registered account, and take punitive measures such as clearing the distributor and imposing a penalty of not less than RMB 200000 per transaction, depending on the severity of the situation. If a third-party payment institution or bank determines that the price of the goods collected by the distribution platform must be returned to the complainant or confiscated, at any time, regardless of whether the distributor has raised a defense or appeal to the third-party payment institution or bank, The sentence is:, The distribution platform has the right to require the distributor to make up for the full refund at once. The distributor shall make up for the corresponding refund amount to the distribution platform within 5 working days after receiving the notification from the distribution platform. If the payment is not made on time, the distributor shall pay a penalty interest of 0.05% per day for overdue payment.

6.12.  Distributors have an obligation to confirm the validity of the delivery address for purchase orders. If the distributor requires a dropshipping service, the supplier will deliver to the consumer or other buyer's shipping address provided by the distributor on the distribution platform. If the distribution platform calculates the expected delivery or delivery time based on the logistics method and delivery address selected by the distributor, the delivery or delivery time is only for reference, and the distribution platform does not assume any guarantee or warranty responsibility for the accuracy of the information. The actual delivery or delivery time will be determined by factors such as the inventory status of the distributed goods, normal operation time in the warehouse, delivery distance, and delivery location. The distribution platform can supervise suppliers or specific logistics service providers to deliver the distributed goods in a timely and proper manner through reasonable means. Distributors should ensure that consumers or other buyers count and inspect the distributed goods on the spot according to the purchase order details, and sign for them after passing the inspection. The distributor acknowledges that the delivery information, receipt, or proof of receipt generated by the purchase order on the relevant logistics company's express query page is proof and receipt of the distributor's receipt of the goods.

6.13.  The distributor is aware that the supplier has applied for after-sales agency services from the distribution platform, and has irrevocably entrusted the after-sales service of the distributed goods to the distribution platform and authorized the distribution platform to provide it on its behalf. After purchasing goods from suppliers through the distribution platform, distributors have the right to consult and seek assistance from the distribution platform in case of after-sales problems. The distribution platform will provide after-sales service to distributors on behalf of suppliers in accordance with the after-sales service terms and other rules (if any) published on the distribution platform website. Distributors agree to the after-sales service terms published on the distribution platform and acknowledge all their contents. The distribution platform reserves the right to interpret the after-sales service terms. Distributors fully understand and confirm that providing after-sales service by the distribution platform does not necessarily mean that the distribution platform is the actual supplier of the goods.

6.14.  The supplier has promised to the distribution platform that the distributed goods provided to the distributor are genuine, without major quality defects or safety hazards, and do not infringe on the intellectual property rights of third parties. The distribution platform will make every effort to control the goods released by the supplier, continuously strengthen and improve the quality control system construction, and ensure the legality and safety of the goods. If the above issues result in consumers, buyers, third-party stakeholders or administrative departments filing complaints, claims or imposing administrative penalties on distributors, and the distribution platform determines that the complaints, claims or penalties are valid, the distributor shall first assume responsibility to the consumers, buyers, third-party stakeholders or administrative departments. Distributors can seek compensation from suppliers after assuming responsibility. If the recovery application of the distributor is established, that is, if the responsibility and compensation borne by the distributor to consumers, buyers, third-party stakeholders, and administrative departments are indeed caused by the supplier, the supplier shall bear full compensation responsibility to the distributor for the responsibility and compensation borne by the distributor. The distribution platform shall assist the distributor in initiating a claim or recovery procedure against the specific supplier.

6.15.  The distributor fully understands and agrees that after submitting a purchase order on the distribution platform, the distributor agrees that the distribution platform will disclose purchase order information, recipient address and contact information, sales order information, and other data to the supplier. Distributors are aware of the potential issues and risks that may arise from data disclosure and are willing to bear such risks and consequences on their own. Unless authorized by the distributor or otherwise provided by law, the distribution platform will not disclose the privacy information of distributors, consumers, or other buyers to third parties other than affiliated companies and suppliers.

Article 7: Rights and Obligations of Distribution Platforms

7.1.  The distribution platform should maintain the normal operation of the website based on existing technology, and strive to promote and improve technology to ensure smooth transaction activities of distributors on the distribution platform.

7.2.  In general, distribution platforms do not directly or indirectly provide product information and goods as suppliers, nor do they act as distributors to purchase goods from suppliers. The product information on the distribution platform is released by suppliers, and the distribution platform cannot fully guarantee the authenticity, accuracy, and legality of suppliers and related information, as well as the performance ability of both parties in the transaction. However, the distribution platform will take measures to supervise and evaluate suppliers, and publish the evaluation results. Distributors should determine the authenticity, accuracy, and legality of product information through their own careful judgment. If the distributor suffers losses when purchasing goods from the supplier on the distribution platform due to the supplier's reasons, the distribution platform has the obligation to assist the distributor in recovering from the supplier. In special circumstances, if the distribution platform acts as an agent for the supplier to sell and distribute goods on the distribution platform, the distribution platform will make every effort to ensure the authenticity, accuracy, and legality of the supplier and related product information. If the quality of the goods causes losses to the distributor, the distributor has the right to choose the supplier or distribution platform to bear responsibility.

7.3.  The distribution platform has the right to supervise the products and sales activities posted by suppliers on the distribution platform. If the distribution platform discovers or has reasonable grounds to suspect that the supplier violates the service agreement or platform rules between itself and the distribution platform, or engages in related illegal and irregular activities, the distribution platform will take corresponding punishment measures depending on the severity of the situation, including but not limited to restricting or banning the supplier's sales qualifications, closing its registered account, or even expelling the supplier. If the distribution platform takes the above punishment measures against the supplier and affects the fulfillment of the purchase orders submitted by the distributor, the distribution platform shall promptly inform the distributor and assist the distributor in taking corresponding measures to reduce losses. The distributor promises not to hold the distribution platform responsible in any form.

7.4.  If disputes arise between suppliers and distributors due to procurement activities on the distribution platform, which are within the scope of acceptance by the distribution platform, either party may request the distribution platform to mediate. The distribution platform, based on the principles of fairness, impartiality, and openness, conducts a formal review of the evidence submitted by suppliers or distributors, makes judgments based on the general public's cognitive level and daily experience, and makes conclusions on the attribution of dispute responsibility and dispute resolution accordingly. If either the supplier or distributor is dissatisfied with the mediation decision, they have the right to adopt other dispute resolution methods to resolve the dispute. However, before obtaining a final decision through other dispute resolution channels, the distribution platform's mediation decision should still be fulfilled first. The distribution platform can cooperate to provide necessary information support to facilitate the resolution of disputes.

7.5.  Suppliers manage their product information, including but not limited to modifying product titles, prices, category attributes, inventory quantities, and descriptions that result in changes to product information, or suppliers clearing, removing, or deleting products from inventory that result in products being removed from distributors at the same time. The distribution platform will synchronize the latest product information as soon as possible and make every effort to ensure the accuracy of product information. Because the amount of commodity information is extremely large, although the distribution platform will try its best to ensure the accuracy of the commodity information you browse, due to the well-known Internet technology factors and other objective reasons, the information displayed on the distribution platform website may have a certain lag or error. You are fully aware of this situation and promise that you will not pursue the responsibility of the distribution platform in any form.

7.6.  Due to the particularity of online trading platforms, distribution platforms are not obliged to conduct prior review of all distributor information, all transaction behaviors, distributor purchase orders, sales orders, and other related matters. The signing of this agreement and the approval of distributor entry review do not imply that the distribution platform assumes any express or implied guarantee or liability for the distributor's entry identity, qualifications, performance ability, procurement, sales, or the authenticity, accuracy, legality of the information uploaded or published by the distributor itself. But if other third parties notify the distribution platform that there may be significant issues with a specific distributor or transaction, the distribution platform will judge the relevant content based on the knowledge level standards of ordinary non professional traders. If it is obvious that these contents or behaviors are illegal or inappropriate, the distribution platform has the right to choose to suspend or terminate services to the distributor or dismiss the distributor according to different circumstances.

7.7.  The distribution platform has the right to access the basic information, product selection and download information, and procurement transaction information of distributors. It also has the right to supervise and manage the trading behavior of distributors. If any problems or doubts are found, the distribution platform has the right to issue inquiries or request correction notices to distributors, or directly suspend or terminate this agreement without assuming any responsibility to distributors.

Article 8: Termination of the Agreement

8.1.  This agreement shall terminate upon meeting any of the following conditions:

8.1.1.  You have cancelled your distribution platform account;

8.1.2.  If you cease to use the services provided by the distribution platform and explicitly state that you do not agree to accept the amended agreement before the effective date of this agreement change;

8.1.3.  If you no longer meet the entry requirements or violate the provisions of this agreement and the distribution platform's regulations, the distribution platform has the right to remove you from the platform, and this agreement shall terminate upon your removal from the platform;

8.1.4.  Other reasons that lead to the termination or realization of this agreement.

8.2.  If any of the following situations occur to the distributor, the distribution platform has the right to unilaterally and without notice stop providing services to the distributor at any time and restrict the distributor's usage rights or dismiss the distributor according to the actual situation:

8.2.1.  The information submitted by the distributor for registration is false or the distributor does not have the membership qualifications required by the distribution platform;

8.2.2.  Distributors violate the content of this agreement or platform rules;

8.2.3.  Actions that plan to damage or harm the interests of distribution platforms, such as malicious complaints, fraud or cash out, program destruction, spamming, data source theft, etc;

8.2.4.  Any violation of applicable laws, regulations, rules and regulations;

8.2.5.  Other distribution platforms consider it necessary to terminate services.

8.3.  The distribution platform has the right to unilaterally notify the distributor of the termination of this agreement 15 days in advance based on the distributor's business situation without assuming any responsibility to the distributor.

8.4.  After the termination of this agreement, the distributor shall not have the right to continue using the services provided by the distribution platform, nor shall it have the right to continue purchasing distribution products from suppliers for distribution activities. However, for transactions that have already occurred before the termination of this agreement, the distributor shall still fulfill its obligations in accordance with the provisions of this agreement.

Article 9: Liability for Breach of Contract

9.1.  The distributor understands and agrees that if the distributor violates relevant laws and regulations, this agreement, and the relevant platform rules of the distribution platform, resulting in any losses suffered by the distribution platform or receiving claims from suppliers, consumers, or any other third party, or being punished by any administrative department, the distributor shall fully claim compensation from the distribution platform, including but not limited to reasonable attorney fees, litigation costs, preservation fees, notarization fees, etc.

9.2.  Unless otherwise agreed in this Agreement, if the defaulting party violates any agreement, commitment, guarantee or obligation under this Agreement, resulting in any litigation, dispute, claim, penalty, etc. suffered by the non defaulting party, the defaulting party shall be responsible for resolving it. If the non defaulting party incurs any expenses, additional liabilities or suffers economic losses, the defaulting party shall be responsible for compensation. If one party breaches the contract, the non breaching party may notify the breaching party in writing to cease the breach within a specified time limit and request that it eliminate the impact. If the defaulting party fails to cease the breach or eliminate the impact after the specified time limit expires, the non defaulting party has the right to terminate this agreement immediately.

Article 10: Intellectual Property Rights

Unless otherwise agreed or declared by the distribution platform, all intellectual property rights (including but not limited to copyright, trademark, patent, trade secret, etc.) and related rights of all content, technology, software, programs, data, and other information (including but not limited to text, images, pictures, photos, audio, video, charts, colors, layout design, electronic documents) within the distribution platform belong to the distribution platform. Without the written consent or permission of the distribution platform, distributors shall not use (including but not limited to copying, disseminating, displaying, mirroring, uploading, downloading, modifying, renting) any content on the distribution platform or infringe on the intellectual property rights of the distribution platform, otherwise they will bear all legal responsibilities.

Article 11: Disclaimer

11.1.  The distribution platform is responsible for providing services to distributors on an "as is" and "as available" basis. The distribution platform will make every effort to provide corresponding security measures based on existing technology to ensure the safety and normal operation of services, but cannot be held responsible for any damages caused to distributors due to information network equipment maintenance, connection failures, computer, communication or other system failures, hacker activities, computer viruses, power failures, strikes, riots, fires, floods, storms, explosions, wars, government actions, judicial administrative orders or third-party reasons. The distribution platform hereby declares that it makes no express or implied warranties with respect to the services provided on the distribution platform, including but not limited to the applicability, absence of errors or omissions, continuity, accuracy, reliability, suitability for a specific purpose, etc.

11.2.  The distribution platform controls and provides services through facilities within the territory of the People's Republic of China. The distribution platform does not guarantee that the services controlled or provided are appropriate and feasible in other countries or regions. Any distributor using the distribution platform services in other jurisdictions shall ensure compliance with local laws and regulations, and the distribution platform shall not be held responsible for this.

11.3.  In any case, any responsibility related to the provision of relevant services by a third party during your use of the distribution platform services shall be borne by the third party, and the distribution platform shall not be liable for such responsibility. The situations where the distribution platform is not responsible include but are not limited to:

11.3.1.  Due to your personal abuse of distribution platform products, including co selling, reselling, or other non compliant operations on third-party platforms for any commercial purpose, resulting in any loss or liability such as the downgrading or suspension of your third-party platform store account; At the same time, once it is discovered that you have engaged in illegal activities such as co selling, the distribution platform will have the right to restrict your purchasing of the co sold goods on the distribution platform;

11.3.2.  Any loss or liability resulting from your failure to operate in accordance with this agreement or the rules of the distribution platform;

11.3.3.  Losses or liabilities caused by the use of your own bank card, including any losses or liabilities resulting from your use of unauthenticated bank cards, non personal bank cards, or credit cards, or your own bank card being frozen or reported lost;

11.3.4.  Any losses or liabilities caused by third parties such as banks or third-party payment institutions failing to operate in accordance with your own and/or our platform's instructions, funds not being received in a timely manner or not being received due to reasons caused by third parties such as banks or third-party payment institutions, or restrictions on transaction limits or frequency imposed by third parties such as banks or third-party payment institutions;

11.3.5.  Any losses or liabilities caused by unclear, ambiguous, incomplete instructions sent by you to the distribution platform;

11.3.6.  Any losses or liabilities caused by insufficient balance in your personal account;

11.3.7.  Any other losses or liabilities caused by your own reasons.

11.4.  Suppliers and distribution platforms are not responsible for delayed delivery of purchase orders or inability to deliver due to the following circumstances:

11.4.1.  Due to incorrect information provided by distributors, incomplete addresses, and other reasons;

11.4.2.  If no one signs for the goods after delivery, resulting in the inability or delay of delivery;

11.4.3.  Caused by changes in circumstances;

11.4.4.  Caused by force majeure factors.

Article 12: Force Majeure

12.1.  The term 'force majeure' referred to in this agreement includes but is not limited to war, terrorist activities, natural disasters (such as floods, fires, typhoons, earthquakes, droughts), government actions, sudden public health emergencies, social anomalies (such as strikes, riots, civil or military uprisings, riots, etc.), or other events that were unforeseeable, uncontrollable, unavoidable, and insurmountable at the time of signing. If the delay or inability to perform this agreement is caused by a force majeure event, neither party shall be deemed in breach of contract, nor shall they be liable for such delay or inability to perform, but the affected party shall promptly notify the other party.

12.2.  The party affected by a force majeure event shall notify the other party in writing within 5 working days after the occurrence of the event and submit relevant facts and evidence materials issued by government departments or used to prove that the agreement cannot be performed or delayed due to force majeure to the other party, and shall make every effort to take corresponding measures to reduce the impact and losses caused by the force majeure event on the other party. The party declaring a force majeure event shall immediately notify the other party in writing after the end of the force majeure event.

12.3.  If the impact of a force majeure event exceeds 60 days, both parties shall engage in friendly negotiations on whether to terminate this agreement.

Article 13: Notice

13.1.  You agree that the distribution platform may deliver various notifications to you in any one or more of the following ways:

13.1.1.  Distribution platform announcement;

13.1.2.  Internal or system messages;

13.1.3.  Email, SMS, letter, etc. sent based on the contact information you have reserved on the distribution platform.

13.2.  When you register as a member of the distribution platform and receive distribution platform services, you should provide the distribution platform with real and valid contact information (including your email address, contact phone number, contact address, etc.). If there is a change in contact information, you have the obligation to update the relevant information in a timely manner and maintain a reachable status.

13.3.  You have the right to obtain commercial information such as product advertisements, promotions, and discounts that interest you through the phone number or email address you provided during registration; If you do not wish to receive such information, you have the right to unsubscribe through the corresponding unsubscribe function provided by the distribution platform.

13.4.  Delivery of notifications. The distribution platform sends notifications to you through the above contact information, including but not limited to written notifications sent electronically, such as announcements on the distribution platform, sending mobile text messages to the contact phone number provided to you, sending emails to the email address provided to you, and sending internal and system messages to your account. Once successfully sent, it will be deemed delivered; A written notice sent on paper shall be deemed delivered on the fifth natural day after mailing to the provided contact address.

13.5.  For any disputes arising from trading activities on the distribution platform, you agree that the distribution platform and judicial authorities (including but not limited to people's courts) may serve you complaint documents and legal documents (including but not limited to litigation documents) through modern communication methods such as mobile phone text messages, emails, or mail. The designated contact information for receiving legal documents, such as mobile phone number, email account, etc., is the phone number and email contact information provided by you when registering or updating on the distribution platform. If the judicial authorities of the distribution platform send complaint documents or legal documents to the above contact information, it shall be deemed as delivered. The mailing address you specified is your legal contact address or a valid contact address provided by you.

13.6.  You should ensure that the contact information provided is accurate, valid, and updated in real-time. If the legal documents cannot be delivered or are not delivered in a timely manner due to inaccurate contact information provided or failure to inform the updated contact information, you shall bear the legal consequences that may arise from this.

Article 14: Liability Clause

14.1 Delivery Time

14.1.1 The distribution platform shall not be held responsible for delayed delivery caused by courier companies or other force majeure factors.

14.1.2 The distribution platform will make every effort to ensure timely delivery, but the specific delivery time shall be subject to the actual delivery situation of the courier company.

Remote areas or special circumstances may result in delayed delivery, and the platform does not assume additional responsibility.

14.2 Losses caused by distribution platforms

14.2.1 The distribution platform will make every effort to maintain website security, but cannot guarantee absolute website security. If your information or transaction data is lost, leaked, or tampered with due to website attacks or other technical malfunctions, the platform shall not be held responsible.

14.2.2 You should properly keep your account information and password, and any losses caused by leakage shall be borne by you.

14.2.3 The distribution platform only provides a trading platform and is only responsible for the quantity of goods, and is not responsible for the quality, functionality, after-sales service, etc. of the goods themselves. If any losses or platform fines are caused by issues with the product itself, you will be responsible for compensating on your own.

14.3 Other Disclaimers

The distribution platform may issue some other exemption clauses, such as exempting losses caused by force majeure factors such as policy changes, exchange rate fluctuations, wars, natural disasters, etc.

You should carefully read the platform's disclaimer and agree to the terms before proceeding with the transaction.

Article 15: Application of Law, Jurisdiction, and Others

15.1.  The formation, effectiveness, interpretation, revision, supplementation, termination, execution, and dispute resolution of this agreement shall be governed by the laws of Hong Kong, China; If there are no relevant legal provisions, refer to commercial and/or industry practices.

15.2.  Any disputes arising from or related to your use of the distribution platform services shall be resolved through negotiation between the distribution platform and you. If the negotiation fails, you hereby fully agree to submit the dispute or controversy to the people's court with jurisdiction over the defendant's location for litigation resolution.

15.3.  Any provision of this Agreement shall be deemed null and void or unenforceable, and such provision shall be deemed separable and shall not affect the validity and enforceability of the remaining provisions of this Agreement.