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Terms and Conditions

2016-08-12 12:15

Sell Services on Fulinfang.com Terms and Conditions


Welcome to Fulinfang Services Business Solutions, a suite of optional services for sellers including: Selling on FulinfangFulinfang Webstore, and the Transaction Processing Services.

THIS FULINFANG SERVICES BUSINESS SOLUTIONS AGREEMENT (THE "AGREEMENT") CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND FULINFANG. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES THAT APPLY FOR EACH COUNTRY FOR WHICH YOU REGISTER OR ELECT TO USE A SERVICE (IN EACH CASE, THE "ELECTED COUNTRY").

As used in this Agreement, "we," "us," and "Fulinfang" means the applicable Fulinfang Contracting Party and any of its applicable Affiliates, and "you" means the applicant (if registering for or using a Service as an individual), or the business employing the applicant (if registering for or using a Service as a business) and any of its Affiliates. Capitalized terms have the meanings given to them in this Agreement.

1. Enrollment.

To begin the enrollment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law (for example, the Elected Country may not allow minors to use the Services). As part of the application, you must provide us with your (or your business') legal name, address, phone number and e-mail address. We may at any time cease providing any or all of the Services at our sole discretion and without notice.

2. Service Fee Payments; Receipt of Sales Proceeds.

To use a Service, you must provide us with valid bank account information for a bank account or bank accounts acceptable by Fulinfang (conditions for acceptance may be modified or discontinued by us at any time without notice) ("Your Bank Account"). You will use only a name you are authorized to use in connection with a Service and will update all of the information you provide to us in connection with the Services as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). All payments to you will be remitted to Your Bank Account through a banking network or by other means specified by us.

3. Term and Termination.

The term of this Agreement will start on the date of your completed registration for or use of a Service, whichever occurs first, and continue until terminated by us or you as provided in this Agreement (the "Term"). We may terminate or suspend this Agreement or any Service for any reason at any time by notice to you. You may terminate this Agreement or any Service for any reason at any time by the means then specified by Fulinfang. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided.

You must give 30 days notice before terminating your account with Fulinfang. You must also finish the ongoing transactions that happened before we process your termination. The existing and ongoing transactions are still your responsibility after your account termination.

4. Representations.

You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the Service(s) within such country; (b) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by you or your Affiliates to Fulinfang or its Affiliates is at all times accurate and complete; and (d) you and all of your subcontractors, agents, and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.

5. Indemnification.

You release us and agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any of Your Sales Channels other than Fulinfang Sites and Fulinfang Associated Properties, Your Products (including their offer, sale, performance, and fulfillment), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death, or property damage related thereto; (c) Your Personnel (including any act or omission of Your Personnel or any Claim brought or directed by Your Personnel); or (d) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

6. Disclaimer & General Release.

a. THE FULINFANG SITES AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE FULINFANG SITES, THE SERVICES, AND SELLER CENTRAL AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE FULINFANG SITES AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.

b. BECAUSE FULINFANG IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES FULINFANG (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

7. Limitation of Liability.

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF FULINFANG HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO FULINFANG IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

8. Tax Matters.

As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent Fulinfang expressly agrees to receive taxes or other transaction-based charges in connection with tax calculation services made available by Fulinfang and used by you. You agree to and will comply with the Tax Policies. All fees payable by you to Fulinfang under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, and you will be responsible for paying Fulinfang any of Your Taxes imposed on such fees.

Tax Policy

As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes. Any and all fees payable by you pursuant to this Agreement are exclusive of all sales, use and similar taxes, and you will pay any taxes that are imposed and payable on such amounts. Except as otherwise provided in this Agreement, you agree that Fulinfang is not obligated to determine whether taxes apply, and Fulinfang is not responsible to collect, report or remit any taxes arising from any transaction. However, if a taxing authority requires us to pay any of Your Taxes, you will promptly reimburse us for the amounts paid. If the product is shipped from outside Your Elected Country, the recipient of the product may be required to pay, upon delivery, an amount related to assessed sales, goods and services, use, excise, import, value added or other taxes or duties. Such taxes or duties, if any, are in addition to the Sales Proceeds collected by Fulinfang.

9. Confidentiality.

During the course of your use of the Services, you may receive information relating to us or to the Services, including but not limited to Fulinfang Transaction Information, that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain Fulifang's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

10. Force Majeure.

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

11. Relationship of Parties.

Subject to the Transaction Processing Service Terms, you and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Fulinfang, you, and customers. As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

12. Use of Fulinfang Transaction Information.

You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any Fulinfang Transaction Information (except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any Fulinfang Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product with the intent to collect any amounts in connection therewith or to influence that Person to make an alternative transaction; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an Fulinfang Site user. In addition, you may only use tools and methods that we designate to communicate with Fulinfang Site users regarding Your Transactions, including for the purpose of scheduling, communicating, or cancelling the fulfillment of Your Products. The terms of this Section 14 do not prevent you from using other information that you acquire without reference to Fulinfang Transaction Information for any purpose, even if that information is identical to Fulinfang Transaction Information, provided that you do not target communications on the basis of the intended recipient being an Fulinfang Site user.

13. Other Services Fees and Terms

Fulinfang supply multiple services including marketing, translation, design, advertisement, customer service, and legal advice. You can choose to use any of these services at any time during the term of this Agreement. The description and fees are listed below.

a. Marketing. Fulinfang provides You a FREE marketing activity in China within a month after You first completed registration and started to sell Your Services on Fulinfang Sites. If You choose to use this service, You must provide and authorize Fulinfang to use Your company’s Logos, images, and other necessary information for the marketing activity. The activity will be planned and carried out by Us, and we do not promise any result of our marketing activity. To choose this service, You must agree that You would only use Fulinfang Sites to sell Your Services to China for 1 year, otherwise You must pay Us the marketing fee ₤10,000.

b. Translation. Fulinfang provides You FREE translation services for less then 2,000 words. We charge ₤10 each 1,000 words when it exceed 2,000 words.

c. Design. We provide FREE composition for your Fulinfang Webstore when You give Us your designed pictures. To design brand new pictures for Your Services, We charge ₤35 each page.

d. Advertisement. We could introduce You Chinese advertisements companies, and charge You as the actual spending of your commercial advertisement.

e. Customer Service. We provide basic customer services for FREE. However, we may need your coordination when it comes to specific information regarding to Your Services.

f. Legal Advice. Fulinfang provides you Chinese legal advice, and charge you the actual charge by Chinese lawyers.

15. Modification.

We may amend any of the terms and conditions contained in this Agreement at any time and at our sole discretion. Any changes will be effective upon the posting of such changes on Seller Central, or on the applicable Fulinfang Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices.Changes to Program Policies may be made without notice to you. You should refer regularly to Seller Central, as applicable, to review the current Agreement (including the Service Terms and Program Policies) and to be sure that the items you offer can be offered via the applicable Service. YOUR CONTINUED USE OF A SERVICE AFTER FULINFANG'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

16. Password Security.

Any password we provide to you may be used only during the Term to access Seller Central (or other tools we provide, as applicable) to use the Services, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

17. Governing Laws.

The Governing Laws will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Your Services must accord to both UK and Chinese laws. It is Your liability if there are any discrepancies.

Definitions

As used in this Agreement, the following terms have the following meanings:

"Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

"Fulinfang Associated Properties" means any website or other online point of presence, mobile application, service or feature, other than an Fulinfang Site, through which any Fulinfang Site, any Webstore Site, or products or services available on any of them, are syndicated, offered, merchandised, advertised, or described.

"Fulinfang Site" means, as applicable, the UK Fulinfang Site or the CN Fulinfang Site.

"Fulinfang Transaction Information" means, collectively, Order Information and any other data or information acquired by you or your Affiliates from Fulinfang, its Affiliates, or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties' performance under this Agreement.

"Content" means copyrightable works under applicable Law and content protected by database rights under applicable Law.

"Governing Courts" means the applicable one of the following:

· the Kunming Intermediate People's Court

· London Mercantile Court

"Governing Laws" means the applicable one of the following:

· the laws of China

· the laws of UK

"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, or provincial level, as applicable) of competent jurisdiction.

"Local Currency" means the applicable one of the following:

· UK Sterling

· RMB

"Order Information" means, with respect to any of Your Products ordered through an Fulinfang Site or a Webstore Site, the order information and shipping information that we provide or make available to you.

"Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.

"Seller Central" means the online portal and tools made available by Fulinfang to you, for your use in managing your orders, inventory, and presence on a particular Fulinfang Site, a Webstore Site, or any other online point of presence.

"Service" means each of the following services: Selling on Fulinfang, Fulinfang Webstore, the Transaction Processing Services, and Other Services together in each case with any related services and materials we make available.

"Service Terms" means the service terms applicable to each Service, which are made part of this Agreement upon the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms.

"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional item.

"Webstore Service" has the meaning described in the Webstore Service Terms.

"Webstore Site" has the meaning described in the Webstore Service Terms.

"Your Materials" means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your Affiliates to Fulinfang or its Affiliates.

"Your Personnel" means any third party warranting, administering or otherwise involved in the offer, sale, performance, or fulfillment of Your Products, including any of your employees, representatives, agents, contractors, or subcontractors.

"Your Product/Your Services" means any product or service (including Optional Coverage Plans) that: (a) you offer through the Webstore Service or the Selling on Fulinfang Service; (b) is fulfilled or otherwise processed through the Fulfillment by Fulinfang Service.

"Your Taxes" means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services; (b) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction, or omission of you or your Affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors, or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange. Also, if the Elected Country is the United States, Mexico, or Canada, as it is used in the Fulfillment by Fulinfang Service Terms, this defined term also means any of the types of taxes, duties, levies, or fees mentioned above that are imposed on or collectible by Fulinfang or any of its Affiliates in connection with or as a result of fulfillment services including the storage of inventory or packaging of Your Products and other materials owned by you and stored by Fulinfang, shipping, gift wrapping, or other actions by Fulinfang in relation to Your Products pursuant to the Fulfillment by Fulinfang Service Terms.

"Your Transaction" means any sale of Your Product(s) through an Fulinfang Site or any Webstore Site.

Selling on Fulinfang Service Terms

The Selling on Fulinfang Service ("Selling on Fulinfang") is a Service that allows you to offer certain products and services directly on the Fulinfang Sites.

These Selling on Fulinfang Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Fulinfang. BY REGISTERING FOR OR USING THE SELLING ON FULINFANG SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE SELLING ON FULINFANG SERVICE TERMS.

S-1 Your Product Listings and Orders.

S-1.1 Products and Product Information. You will provide in the format we require accurate and complete Required Product Information for each product or service that you offer through any Fulinfang Site and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on any Fulinfang Site comply with all applicable Laws (including all minimum age, marking and labeling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Program Policies), defamatory or obscene materials. You may not provide any information for, or otherwise seek to offer any Excluded Products on any Fulinfang Sites; or provide any URL Marks for use, or request that any URL Marks be used, on any Fulinfang Site.

S-1.2 Product Listing; Merchandising; Order Processing. We will enable you to list Your Products on a particular Fulinfang Site, and conduct merchandising and promote Your Products as permitted by us (including via the Fulinfang Associated Properties or any other functions, features, advertising, or programs on or in connection with the applicable Fulinfang Site). We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and Fulinfang may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the applicable Fulinfang Site. We will also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with these Selling on Fulinfang Service Terms.

S-2 Compensation.

You will pay us: 20% of total sale price for each sale.

S-3 Control of Fulinfang Sites.

We have the right in our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the Fulinfang Sites, including by redesigning, modifying, removing, or restricting access to any of them, and by suspending, prohibiting, or removing any listing.

S-4 Effect of Termination.

Upon termination of these Selling on Fulinfang Service Terms in connection with a particular Fulinfang Site, all rights and obligations of the Parties under these Selling on Fulinfang Service Terms with regard to such Fulinfang Site will be extinguished, except that the rights and obligations of the Parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.

Selling on Fulinfang Definitions

"Required Product Information" means, with respect to each of Your Products in connection with a particular Fulinfang Site, the following: (a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) SKU and UPC/EAN/JAN numbers, and other identifying information as Fulinfang may reasonably request; (c) information regarding in-stock status and availability, location limitations or requirements; (d) categorization within each Fulinfang product category and browse structure as prescribed by Fulinfang from time to time; (e) digitized image that accurately depicts only Your Product, complies with all Fulinfang image guidelines, and does not include any additional logos, text or other markings; (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality); (h) any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising, or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and UPC/EAN/JAN numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalog; (p) the state or country Your Product ships from; and (q) any other information reasonably requested by us (e.g., the condition of used or refurbished products).

"URL Marks" means any Trademark, or any other logo, name, phrase, identifier, or character string, that contains or incorporates any top level domain (e.g., .com, .edu, .ca, .fr, .jp) or any variation of a top level domain (e.g., dot com, dotcom, net, or com).

"Your Transaction" is defined in the General Terms of this Agreement; however, as used in these Selling on Fulinfang Service Terms, it means any and all such transactions through Selling on Fulinfang only.

Webstore Service Terms

Fulinfang Webstore (which, for purposes of this Agreement, includes Webstore by Fulinfang, unless specifically stated otherwise) (the "Webstore Service") provides access to and use of an e-commerce website through which you can offer and sell Your Products (a "Webstore Site").

These Webstore Service Terms are part of this Agreement, and, unless specifically provided otherwise, concern and apply only to your participation in the Webstore Service. BY REGISTERING FOR OR USING THE WEBSTORE SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE WEBSTORE SERVICE TERMS.

W-1 Listing and Promotion.

Each sale of Your Products through your Webstore Site is a sale by you. You will determine what is for sale on your Webstore Site, but you may not list any product on the Webstore Site that is an Excluded Product. You will ensure that you list all of Your Products in accordance with this Agreement, including any applicable laws.

W-2 Your Product Transactions.

W-2.1 General; Sale and Fulfillment. You will be solely responsible for, and bear all risk and liability for, sourcing, storing, selling, and fulfilling all of Your Products. As such, you are responsible for any non-conformity or defects in, damage to, or theft of or claims regarding the delivery or non-delivery of Your Products. You will handle such responsibilities, and agree to complete transactions for the items that you have listed in accordance with these Webstore Service Terms. All sales of Your Products on or through the Webstore Site will be final and may not be cancelled or revoked by you except pursuant to the applicable terms and conditions that appear on the Webstore Site.

W-2.2 Order and Payment Processing. We will process all payments, refunds and adjustments for Your Transactions. We will determine the time at which we process payments, refunds and adjustments for Your Transactions in our sole discretion. However, you are always the seller of record. We may withhold for investigation, or refuse to process, any of Your Transactions. We do not need to accept any particular form of order or payment for Your Product, or honor or accept any discounts, coupons, gift certificates, or other offers or incentives made available by you. We may in our sole discretion withhold for investigation or to refuse to process any transaction involving Your Products or any other products or services on or through the Webstore Site. We may use the services of one or more third party, processors or financial institutions in connection with the Webstore Service (each, a "Processor"). 

W-2.3 Refund and Order Cancellation Policies. You are free to determine the refund and order cancellation policies of Your Services. However, You must make them clear to buyers on your Webstore page. We still take 5% (instead of 20%) for service fee of each sale even if there is a refund.

W-3 Data and Communications. We and you will co-own all the Customer Account Information and Webstore Transaction Information. Neither you nor we will need to pay any royalties or account to the other in connection with your or our use of any Customer Account Information or Webstore Transaction Information. You and your Affiliates will: (a) at all times comply with all Laws, including any Law related to the use of this type of information; and (b) comply with any applicable policies posted on the Webstore Site regarding use of this transaction and customer data. We are not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network you or your customers may utilize, including without limitation in connection with the provision of the Webstore Service; or the back up of any of your files or data.

W-4 Your Product Pricing and Terms of Sale Generally. You are free to determine the price for each of Your Products listed for sale on your Webstore Site. However, to sell Your Product in China, the price shall be in RMB form. After we process the payment of the buyers, include deducting our service fee (in this case, 20% of each sale), we will transfer the payment to you in UK sterling form in 24 hours using the real time exchange rate when we transfer.

W-5 License Restrictions. You may not and may not authorize any other party to do the following to or with the Webstore Service, the Webstore Site or the Fulinfang Materials: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that the Webstore Service or any Fulinfang Materials be disclosed, licensed, distributed or otherwise made available to anyone; or (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them. In addition to any other rights or remedies that we may have, any use in violation of this section will immediately terminate your right to use the Webstore Service, the Webstore Site, the Fulinfang Materials, and the Fulinfang Marks.

W-6 Ownership; Reservation of Rights. You acknowledge and agree that we (or our licensors, as applicable) own all right, title and interest in and to the Webstore Service, the Fulinfang Materials, and Fulinfang Marks, and, except as explicitly included in this Agreement, you do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to the Webstore Service, the Fulinfang Materials, any Fulinfang Marks, or any other intellectual property or technology that we provide or use in connection with the Webstore Service. All licenses not expressly granted in these Webstore Service Terms are reserved and no other licenses, immunity or rights, express or implied are granted by us, by implication, estoppels or otherwise.

W-7 URLs.

W-7.1 General. Except as provided in Section W-7.2, you will be responsible for securing all rights to the URL(s) for the Webstore Site, including maintaining the registration for the URLs with your domain name registrars. You will comply with our requirements regarding the URL(s) and its administration with the registrar so that we can provide the Webstore Service to you. You represent and warrant that the URLs used in connection with the Webstore Site does not violate any intellectual property rights or any other proprietary rights of any person. Except in connection with any URL provided by us as described in Section W-7.2, you will not include "Fulinfang", or any other Fulinfang Mark or any variation or similar misspelling in any URL used in connection with the Webstore Site, or otherwise. 

a. YOU ARE ALLOWED TO USE THE FULINFANG MARK ONLY TO ADVERTISE THE AVAILABILITY OF YOUR PRODUCTS ON A FULINFANG SITE. YOU MAY USE THE FULINFANG MARK (a) ON YOUR OWN WEBSITE, (b) IN ONLINE ADVERTISEMENTS, AND/OR (c) IN OFFLINE ADVERTISEMENTS.

b. YOU ARE ALLOWED TO LINK YOUR USE OF THE FULINFANG MARK TO A FULINFANG SITE.

W-7.2 Fulinfang Provided URL. We may provide you with a URL to use in connection with your Webstore Site. If you choose to use it you will comply with our requirements for its administration.

W-7.3 Messaging. We will have the right to determine the use of any Fulinfang Marks and any messaging or notice on the Webstore Site, for example, we will control how our role in processing orders and payments is explained to the customer. The Webstore Site will also display privacy and customer account use and creation messaging, which will include any terms we may require. At a minimum, you will ensure that your privacy policy discloses that you use third party service providers to provide your Webstore Site and that your third party service providers will have access to customer information. Should we allow or require you to include any Fulinfang Marks or messaging, you will do so strictly in accordance with instructions we provide to you.

Webstore Definitions

"Fulinfang Transaction" means the sale of any Fulinfang Product through the Webstore Site for which Fulinfang (or its Affiliate) receives Fulinfang Transaction Revenues.

"Customer Account Information" means the following non-transaction-specific information you receive from Fulinfang prior to the expiration or termination of this Agreement with respect to customer accounts created or otherwise used to purchase Your Products on the Webstore Site: customer name, physical address, e-mail address and phone numbers. Notwithstanding the foregoing and for the avoidance of doubt, Customer Account Information does not include: (a) any Webstore Transaction Information; (b) any credit card, other account or identifying number of, or any other information specifically concerning, any payment instrument or method; (c) sign-in credentials; (d) information that pertains specifically to functionality of the Webstore Site (e.g., personalization settings); or (e) user clickstream information.

"Public Software" means any software, documentation or other material that contains, or is derived (in whole or in part) from, any software, documentation or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including, but not limited to software, documentation or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) the GNU General Public License (GPL); Lesser/Library GPL (LGPL), or Free Documentation License; (b) The Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL); (f) the Sun Industry Standards License (SISL); (g) the BSD License; and (h) the Apache License.

"Webstore Required Product Information" means with respect to each of Your Products, the following: (a) a description of Your Product; (b) the UPC code (unless we otherwise agree), SKU number for Your Product, and any other identifying information about Your Product that we request; (c) information regarding the in-stock status, shipping availability period or shipping availability date, and Your shipping limitations or requirements (in each case, in accordance with any categorizations we prescribe from time to time); (d) the categorization of Your Product within each applicable Fulinfang browse structure that we prescribe from time to time; (e) a digitized image of Your Product (provided that you will first remove any logos, text or other marking included on such image except to the extent that such logos, text or other marking actually appear on Your Product); (f) the price for Your Product; (g) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (h) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) a delimited list of technical specifications; (n) UPC code and SKU number (and other identifying information as Fulinfang may reasonably request) for accessories related to Your Product that are available in Fulinfang's catalog; and (o) any other information we reasonably request (e.g., the condition of used or refurbished products).

"Webstore Transaction Information" means the following information you receive from Fulinfang associated with any orders of Your Product through your Webstore Site: total transaction amount; order ID#; order item code; SKU; product name; quantity; price; and adjustments. Notwithstanding the foregoing and for the avoidance of doubt, Webstore Transaction Information does not include: (a) any Customer Account Information; (b) sign-in credentials; (c) user click-stream information; or (d) any credit card or other account or identifying number of, or any other information specifically concerning, any payment instrument or method.

Transaction Processing Service Terms

BY REGISTERING FOR OR USING ANY SERVICE YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THESE TRANSACTION PROCESSING SERVICE TERMS FOR THAT SERVICE. NOTWITHSTANDING THE FOREGOING, IF A SEPARATE AGREEMENT GOVERNS THE OFFER, SALE OR FULFILLMENT OF YOUR PRODUCTS ON THE US FULINFANG SITE, THE TERMS OF THAT AGREEMENT WILL CONTINUE TO GOVERN THE PROCESSING OF YOUR TRANSACTIONS TO THE EXTENT DESCRIBED IN THAT AGREEMENT.

P-1 Payments Processing Agency Appointment

You authorize Fulinfang, Ltd. ("Fulinfang Payments") to act as your agent for purposes of processing payments, refunds and adjustments for Your Transactions, receiving and holding Sales Proceeds on your behalf, remitting Sales Proceeds to Your Bank Account, charging your Credit Card, and paying Fulinfang and its Affiliates amounts you owe in accordance with this Agreement or other agreements you may have with Fulinfang Affiliates.

When a buyer instructs us to pay you, you agree that the buyer authorizes and orders us to commit the buyer's payment (less any applicable fees or other amounts we may collect under this Agreement) to you. You agree that buyers satisfy their obligations to you for Your Transactions when we receive the Sales Proceeds. We will remit funds to you in accordance with this Agreement.

P-2 Verification

We may at any time require you to provide any financial, business or personal information we request to verify your identity. You authorize us to obtain from time to time consumer credit reports to establish or update your Seller Account or in the event of a dispute relating to this Agreement or the activity under your Seller Account. You agree to update all Seller Account information promptly upon any change.

P-5 Dormant Accounts

If there is no activity (as determined by us) in connection with your Seller Account for the period of time set forth in applicable unclaimed property laws and we hold Sales Proceeds on your behalf, we will notify you by means designated by us and provide you the option of keeping your Seller Account open and maintaining the Sales Proceeds in your Seller Account. If you do not respond to our notice(s) within the time period we specify, we will send the Sales Proceeds in your Seller Account to your state of residency, as determined by us based on the information in your Seller Account.





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