This Agreement is entered into by and between Mengli HK Supply Chain Co., Limited (“Party A”) and you (“Party B”, the “Merchant” or the “Seller”), on the principles of voluntariness, equality, fairness, and good faith, through friendly consultation, and in accordance with the Civil Code of the People’s Republic of China and other relevant laws and regulations of Mainland China.Before accepting this Agreement, please read the entire content of this Agreement carefully (particularly the clauses highlighted in bold fonts, including exemption or limitation of liabilities, termination of agreement, liabilities for breach of contract, and dispute resolution). Your confirmation to accept this Agreement by clicking on the web page or other ways recognized by both Parties shall be deemed that Party A and Party B have reached this Agreement and agreed to accept all the content of this Agreement, provided that your acceptance of this Agreement online does cause this Agreement to take effect immediately;
once your application for admission and submission of materials are approved by Party A and you are notified by email or via the system, this Agreement shall be legally binding on both Parties. If you have any objection or confusion about the content of this Agreement, please do not directly confirm this Agreement.This Agreement consists of the main text and any and all appendices, attendum or schedules of this Agreement, and all platform rules that have been issued and may be updated by Party A from time to time. The appendices, attendum, schedules and platform rules shall have the same legal effect as this Agreement. In the event that the platform rules are inconsistent with the terms of this Agreement, the document that takes effect or is executed on the latest date shall prevail.
Article 1 Definitions and Interpretation
1.1. Party A’s Website refers to the website with the domain name for technical support and services provided by Party A or any affiliated companies entrusted by Party A, or any other applications containing computer or mobile device Internet URL that may be modified and developed by Party A from time to time according to the business needs. The domain name and application of the specific website shall be subject to the announcement on Party A’s Platform.
1.2. Party A’s Platform (“Global Shopping Platform” or “Platform”) refers to the e-commerce open platform of Party A operated on Party A’s Website, which is an e-commerce transaction service platform on Party A’s Website that provides technical services for information posting and communication by users, stores set-up and operation by third-party business operators, and other related scenarios.
1.3. Users of Party A’s Platform refer to all individuals, legal entities and unincorporated organizations registered as Party A’s registered members on Party A’s Website, collectively referred to as “Users” hereinafter, unless otherwise specified.
1.4. Merchant Backstage Management System refers to the software system provided by Party A with relevant technical support and maintenance to support the operation of “Party A’s Platform”, including Merchant Online Admission System and Merchant Backstage Management System. When using the system, Merchant shall abide by this Agreement, comply with Party A’s technical service requirements, and pay the relevant technical service fees to the settlement account designated by Party A. Through the “Merchant Online Admission System”, Party B may apply for “Merchant Admission”. Upon Party A’s approval, the access to the “Merchant Backstage Management System” will be granted to Party B for the purpose of operating the Store.
Party B understands and agrees that the Merchant Backstage Management System is provided on an “AS IS” and “AS AVAILABLE” basis. Party B further understands and agrees that Party A is entitled to optimize and adjust the system and release new versions at any time. Party B shall use the updated version as necessarily required. If Party B refuses to is required to use the updated version, Party B shall choose to use the new version, or if Party B refuses to use, Party B shall stop operating the Store on Party A’s Platform and apply to Party A to terminate this Agreement.
1.5. Merchant Registration and Admission. “Merchant Registration” refers to the process that a merchant who intends to become a third-party business operator on Party A’s Platform (“Seller” or “Merchant”), complete the online information submission according to the admission process and requirements as required by Party A’s Platform and use the username and password set on Party A’s Platform to log in to Party A’s Platform for the purpose of setting up and operate a store upon Party A’s review and approval,. “Merchant Admission” (also referred to as “Store Admission”) refers to the process through which the Merchant becomes a third-party business operator of Party A’s Platform upon completion of the Merchant Registration and qualification verification, subject to the conditions stipulated in Article 3 “Activation of Services” hereof.
1.6. Store refers to the online virtual store with independent and unique ID (abbreviation of identity, which refers to “Merchant ID” herein) and particular name (may be adjustedaccording to the applicable Platform Rules) approved by Party A upon application of Party B according to the terms of this Agreement and the Platform Rules in order to carry out lawful operations, after the Merchant has completed the processes of Merchant Registration and Merchant
Admission.
1.7. Platform Rules refer to various rules and documents related to the business operations of the Merchant that have been issued or are to be issued on Party A’s Platform, including but not limited to the relevant rules and detailed rules for implementation, specifications, policies, notices, announcements, interpretations and evaluation standards that Party B shall abide by when using the functions of the Platform under this Agreement.
1.8. Party B’s Products refer to the products, services, or any other legal and lawful items manufactured, sold, or supplied by Party B, including accessories, parts, accompanying documentation, compliments, gifts, and prizes, trial products, and related services. Regardless of whether Party B’s Goods are owned or operated by Party B or by others, Party B has obtained and is maintaining all necessary qualifications, licenses, rights (including but not limited to copyrights, trademarks, patents, right of likeness) and other legal authorizations required for performing this Agreement.
1.9. Party B’s Information refers to the contents and information released by Party B on Party A’s Platform, including Party B’s company LOGO, name, mark, and the name, images, videos, sales price, product description, and delivery time limit of Party B’s Product. Party B shall ensure that Party B’s Information is true, legal and valid, and does not infringe upon any copyright, trademark, patent or any other intellectual property rights or any other legal rights or interests of any third party.
1.10. Entity Jointly and Severally Responsible for Party B’s Liabilities refers to the business entity that is duly registered with the administration for industry and commerce within Mainland China and has obtained all necessary business qualifications, entrusted by Party B to provide services including but not limited to filing, payment, logistics, warehousing. Such business entity shall provide payment, logistics and warehousing information directly to the customs, accept the follow-up supervision by the customs, market administrative agencies and other regulatory authorities, and be jointly and severally liable to Party A and the consumers for all activities of Party B on Party B’s Platform.
