SHOPLINE Terms

INFORMATION ABOUT US

We own and/or operates：https://shopline.com/ ("Website"); and Such other websites and mobile applications through which we render Services to you from time to time (together with the Website, “SHOPLINE”).

In these Terms and Conditions (the “Terms”), “we” and “us” means the applicable SHOPLINE Contracting Party as defined in the section headed “SHOPLINE Contracting Party”. We offer to SHOPLINE users, among other things, a full-featured platform that allows them to easily build their store website, sell items across multiple channels, connect with their followers and deliver a seamless omnichannel experience ("Services"). Any new or additional Services we launch from time to time shall also be subject to the Terms.

ACCEPTANCE OF THE TERMS

How we process, share, transfer and disclose personal information

SHOPLINE's services are available only to, and may only be used by, persons who can form legally binding contracts under applicable law. You represent and warrant that all registration information you submit is complete, accurate, and truthful. If you are accepting these terms on behalf of a company, organization, or other legal entity, you represent and warrant that (a) you are authorized to do so; (b) the legal entity you represent agrees to be bound by the Terms; (c) neither you nor the legal entity you represent is barred from agreeing and accepting the Terms or is barred from using the Services under applicable laws; and (d) all registration information you submit is complete, accurate and truthful. We may, in our sole discretion, refuse to offer access to or use of SHOPLINE to any person and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access SHOPLINE is revoked in such jurisdictions.

Individuals under the age of 18 (or who are considered minor under the applicable law) must at all times use SHOPLINE's services only in conjunction with and under the supervision of a major parent or legal guardian. In this case, the adult is deemed to be the user and is responsible for any and all activities.

Accounts must be registered only by the person seeking membership. Registration of accounts in a name other than the registrant's (fictitious or real) is expressly prohibited. Such use constitutes fraud and may give rise to criminal prosecution and substantial damages. You agree to comply with all local laws regarding online conduct and acceptable content. In addition, you must abide by SHOPLINE's policies as stated in these Terms and the other SHOPLINE policy documents listed herein or elsewhere (if applicable to your activities on or use of SHOPLINE) as well as all other operating rules, policies, and procedures that may be published from time to time on SHOPLINE by us or our affiliates, each of which is incorporated herein by reference, and each of which may be updated by us from time to time without notice. In addition, some services offered through SHOPLINE may be subject to additional terms and conditions promulgated by us from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into the Terms by this reference. Please see the section headed "Changing These Terms" regarding amendments to the Terms.

You can register and use a SHOPLINE account through the SHOPLINE platform; If SHOPLINE considers, through its reasonable judgment, that you have registered SHOPLINE account in an improper way or used multiple accounts, SHOPLINE may take measures such as freezing, closing the accounts, suspending or refusing to provide services, and you shall be responsible for compensation for any losses caused to SHOPLINE and related parties.

Depending on the Services you subscribe to, multiple admin and staff accounts may be made available to you (or the legal entity you act on behalf of pursuant to paragraph 1 of this Article upon approval by us. You (or the legal entity you act on behalf of pursuant to paragraph 1 of this Article will be responsible and liable for the acts, omissions, and breaches arising from the use of these accounts. We may reject any application for an account, or cancel an existing account, for any reason, at our sole discretion.

The plan you subscribe to is only limited to the purchased account or its sub-accounts. If you subscribe offline or through other channels, SHOPLINE will link your account to the subscription plan and inform you after the linking is complete.

USING SHOPLINE

While using SHOPLINE, and any bulletin board services, chat areas, communities, and/or other communication facilities designed to enable you to communicate with other users or the public at large ("Communication Services") you will not:

• post content or items which fall into an inappropriate category or areas on SHOPLINE;

• violate any laws, third-party rights, or our Terms such as the terms relating to Prohibited and Restricted Items (as set out in the section headed "Prohibited, Questionable and Infringing Items and Activities" below);

• use our sites or services if you are not able to form legally binding contracts under the applicable laws, are under the age of 18, or are suspended from SHOPLINE

• manipulate the price of any item or interfere with other user’s listings;

• circumvent or manipulate our fee structure, billing process, or fees owed to us;

• post false, inaccurate, misleading defamatory, libelous content or personal or private information in relation to other users;

• distribute or post spam, chain letters, or pyramid schemes;

• distribute through SHOPLINE of any virus, worms, or any other technologies that may harm or cause detriment to our interests, the interests of SHOPLINE, the Website, or the interests or property of other SHOPLINE users;

• defame, abuse, harass, stalk, threaten or otherwise breach the legal rights (such as rights of privacy and publicity) of others;

• advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages;

• download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner;

• restrict or prohibit any other user from using and enjoying the Communication Services;

• breach any code of conduct or other guidelines which may be applicable for any particular Communication Service;

• copy, modify and/or distribute content from the Website and its sub-domains, including our copyrights and trademarks; or

• harvest or otherwise collect any data or information about users (which may be private or otherwise) without their consent.

You are solely responsible for all activities and contents (such as photos, images, videos, graphics, information, or data) uploaded, stored, transmitted, or displayed on or in connection with your account and/or store website with SHOPLINE. We have no obligation to monitor any services provided by you through SHOPLINE. However, we reserve the right to review any posted materials and to remove any material at our sole and absolute discretion.

As a condition to your use of SHOPLINE, you warrant to us that you will not use SHOPLINE for any purpose that is unlawful or prohibited by these Terms or our notices. You must not use SHOPLINE in any manner, which could damage, disable, overburden, or impair SHOPLINE or interfere with any other party's use and enjoyment of SHOPLINE. You must not obtain or attempt to obtain any material or information through any means not intentionally made available or provided for through SHOPLINE.

SHOPLINE requires you to keep your password secure. You are fully responsible for all activities, liabilities, and damages resulting from your failure to maintain password security. You agree to immediately notify us of any unauthorized use of your password or any breach of security. You also agree that we cannot and will not be liable for any loss or damage arising directly or indirectly from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than us without our express written permission. You must keep your account information up-to-date and accurate at all times, including a valid email address. To send or receive items on SHOPLINE, you must provide and retain authentic personal information such as valid phone numbers and email addresses.

You may not disclose, transfer or sell your SHOPLINE account and user ID to another party. If you donate, lend, rent, transfer, sell, or dispose of the SHOPLINE account in other ways, or authorize the SHOPLINE account to any third party without the consent of SHOPLINE, you shall be liable for any loss caused by the disclosure of your account and password information.

You shall be independently responsible for your relevant behaviors under the SHOPLINE account (including but not limited to the distribution, transfer, termination of store permission, the transfer of store, etc.). You shall also be liable for compensation to SHOPLINE if SHOPLINE suffers losses due to your such behavior.

We do not control or endorse the content, messages, or information found in any Communication Service and, therefore, we specifically disclaim any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. The administrator is not our authorized spokespersons and their views are their own.

You agree that the Services are not a marketplace and SHOPLINE is not a marketplace provider.  Any sales made through the Services are conducted directly between you and the customer. You are the seller of record for any transactions you carry out through the Services. You are solely responsible for creating and operating your SHOPLINE Store, the transactions you carry out through the Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. For the avoidance of doubt, SHOPLINE will not be the seller or merchant of record and will have no responsibility for your Store or items sold to customers through the Services.

FEES AND RENEWALS

From time to time, we may offer different subscription plans, and the subscription/membership fees and other fees and charges for such plans may vary.

You agree to pay the subscription/membership fees applicable to your plan and any other applicable fees, including but not limited to the applicable fee which is computed as a certain percentage of the Payment Amount of the Transaction Order, generated through your store website with us (“Monthly Transaction Fee”), and any fees relating to your purchase or use of any other products or services offered by us from time to time (collectively the “Fees”). We will serve you the notice or invoice of the Fees applicable to you by posting to your admin panel or sending it to your email address or by other means authorized by you.

All Fees and charges paid to us are non-refundable except as expressly set forth below or otherwise indicated by us in writing.

You may be required to keep a valid payment method on file with us to pay for all incurred and recurring Fees. After you link your bank card, your subscription will automatically renew and you authorize us (without notice) to collect the then applicable subscription/membership fees, using any valid payment source we have on record for you.

All late payments shall bear interest at the rate of one percent (1%) per month, calculated daily. We reserve the right to suspend part or all of the functions of your store website until all outstanding amounts and interests accrued thereon are paid in full.

We reserve the right to set off and apply any and all monies or credits that are owed to you against any and all of your obligations to us, whether or not your such obligations arise from these Terms or any invoices, orders, agreements, or contractual relationships between you and us or any of our affiliates.

Our fees are exclusive of the applicable sales, good and service taxes, fees, or charges (collectively “taxes”) now in force or enacted in the future. All sums payable by you to us under the Terms shall be free of any deductions or withholdings . Should there be any legal requirements for deductions or withholdings, you are solely responsible for covering or paying these separately to the appropriate tax authorities. We reserve the right to charge the full fees specified under the Terms to your authorized valid payment method, regardless of any deductions or withholdings that may be applicable. If taxes are not separately charged to you, it is your responsibility to assess whether taxes are payable and if so, to remit such taxes to the competent tax authorities in your jurisdiction.

All taxes and the amounts that are calculated are based on the billing address you provide to us and are in addition to the fees for such products and services. It is your responsibility to ensure that your billing address is accurate and up-to-date. Any changes to your billing address in your online store’s administrative settings are made at your own risk and may result in adjustments to the applicable taxes or their rates.
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We have the right but shall not be obliged to verify, review and monitor your billing address from time to time to ensure compliance with the Terms.

If you qualify for any tax exemption, you must submit any valid documentation in advance to demonstrate your fulfillment of the legal requirements applicable laws for such exemption. Such tax exemption will only be applied from the time we receive and approve the necessary documentation.

As sales made through the Services are conducted directly between you and the customer, you shall be solely responsible for assessing, collecting, reporting and remitting the applicable taxes arising from the sales transaction between you and the customers. You agree to indemnify and hold SHOPLINE harmless from any related claim or charge, including but not limited to taxes, late payment interests, fines and etc.

Term of use: Unless SHOPLINE notifies you in writing otherwise, the term of your subscription plan will be calculated from the date you subscribe at SHOPLINE and complete payment.

‍Free Trials: We may offer free trials of SHOPLINE services and/or products from time to time. The terms and conditions governing such free trials shall be contained in the offer. No refund of any amount paid for a paid product during a free trial shall be granted under any circumstances.

‍Monthly Transaction Fee: Monthly Transaction Fee is calculated by multiplying the Monthly Total Online Sales Payment Amount (as defined below) by a given percentage. Your applicable percentage is stated in your plan detail or the notice or invoice appearing on your admin panel or sent to you via email or by other means in writing.

Monthly Total Online Sales Payment Amount is defined as the aggregate Payment amount of all orders placed through your store website powered by SHOPLINE for that particular month, but excluding the following orders of which (a) the order status is “Failed” or “Expired”; or (b) the order status is “Cancelled” and the payment status is not “Paid”. For the avoidance of doubt, the “Payment amount” in the preceding sentence represents the gross amount paid by the buyer who places an order through your store website powered by SHOPLINE and may include any logistics fees, shipping costs, and sales taxes( if they are paid by the buyer to you under such order).

Monthly Transaction Fee and Monthly Payment Amount of the Transaction Order shall be computed based on the data in our system and records.

If you are a user from mainland of China, we will provide you with the necessary services through Checkout after you pay for the SHOPLINE package and become a premium paid member of SHOPLINE, or after you use automatic renewal or auto-debit functions. We will strictly monitor Checkout's services in accordance with relevant laws and regulations to see to it that your information would not be used illegally. At the same time, you should ensure that you shall strictly comply with the laws and regulations and the relevant terms of use of SHOPLINE during the service period. You shall agree that SHOPLINE or Checkout reserves the right to dispose of your account in its sole discretion if it finds that you have used the service in violation of relevant laws or regulations.

TERMINATION

In the following cases, we will unilaterally terminate this agreement, and you will no longer be able to continue to access this website and use SHOPLINE services:

• Your breach of any terms and conditions of this Agreement;

• You enter into the dissolution, bankruptcy, and liquidation procedures, or the judicial and administrative authorities issue warnings, fines, and other related measures or sanctions against you for violating applicable laws;

• Other circumstances where SHOPLINE decides to terminate this Agreement at its discretion.

SHOPLINE shall not be liable for any breach of the contract unilaterally terminating this Agreement in accordance with this clause.
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Upon termination of the Services by either party:

• We will cease to provide you with the Services and you will no longer be able to access your SHOPLINE account;

• You will not be entitled to any refunds of any fees, pro-rata or otherwise; any outstanding balance owed to us for your use of the Services through the effective date of such termination will immediately become due and payable in full;

• Your store website will be taken offline and you will no longer have access to the data and content in your store website; we will be under no obligation to retain or store any data or content of your store website thereafter.

If you have purchased a domain name through SHOPLINE, upon termination your domain will no longer be automatically renewed. Following termination, it will be your sole responsibility to handle all matters related to your domain with the domain provider.

Termination/Cancellation Policy: You may terminate the Services at any time within your admin panel or email support@shopline.com for instructions.

Fraud: Without limiting any of its other rights and remedies, SHOPLINE may suspend or terminate your SHOPLINE account if we suspect that you have engaged in fraudulent or improper activities.

STATEMENT

We and SHOPLINE are not involved in the actual transaction between a buyer and a seller. We and SHOPLINE have no control over and do not guarantee the quality, safety, or legality of items advertised, the ability of sellers to sell their respective items, the ability of buyers to pay for items, the truth or accuracy of the representations made by users in respect of their items listed on SHOPLINE. We and SHOPLINE cannot provide any assurance for whether exchange of communication or statements of intention between buyers and sellers to conclude a transaction between users through SHOPLINE will ultimately be consummated with an exchange of consideration for products or services.

We do not transfer or guarantee the transfer of legal ownership of items from the seller to the buyer. Unless the buyer and the seller agree otherwise, the buyer will become the item's lawful owner upon the physical receipt of the item from the seller. Further, we cannot guarantee continuous or secure access to our services, and the operation of SHOPLINE may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms, and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages in relation to and arising out of your use of our sites and services. You use SHOPLINE at your own risk.

We do not control the information provided by other users that are made available through SHOPLINE. You may find other users’ information to be offensive, harmful, inaccurate, or deceptive. Please use caution, and common sense, and practice safe exchange when using SHOPLINE. Please note that there are also risks of dealing with underage persons or people acting under false pretense. By using SHOPLINE, you agree to accept such risks and we and/or SHOPLINE are not responsible for the acts or omissions of users on SHOPLINE.

We aim to update and maintain SHOPLINE regularly and can change the content at any time. We will use our reasonable efforts to keep SHOPLINE available to you, but if necessary, we may suspend access to the Website or other sites related to SHOPLINE, or close them indefinitely. We will not be liable if for any reason SHOPLINE becomes unavailable at any time or for any period.

SHOPLINE and some of the articles on SHOPLINE contain links to other resources and businesses on the internet. We provide these links for your information only. We do not sponsor, nor are we affiliated to or associated with such resources or businesses. Your ability to access such links allows you to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol in the links. Our liability for your use of SHOPLINE is set out in the section headed "Disclaimer and Limitation of Liability" section below.

You acknowledge that unless otherwise agreed, we may provide the Services to your competitors and make no promise of exclusivity in any particular market segment.

PROHIBITED, QUESTIONABLE AND INFRINGING ITEMS AND ACTIVITIES

You are solely responsible for your conduct and activities on and regarding SHOPLINE and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post, and display on SHOPLINE.

You represent and warrant that the Content and your use of SHOPLINE shall not:

• be false, inaccurate, or misleading;

• be fraudulent or involve the transaction of illegal, counterfeit, or stolen items infringe upon any third-party's copyright, patent, trademark, trade secret, or other proprietary or intellectual property rights or rights of publicity or privacy;

• violate the Terms, any site policy, or any applicable law, statute, ordinance, or regulation (including, but not limited to, those governing national security, anti-terrorism, anti-money laundry, export control, anti-discrimination, or false advertising);

• contain items that have been identified by the applicable laws or regulations as hazardous and therefore subject to a recall be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including our staff or our affiliates’ staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through, for example, the use of similar email address, nicknames, or creation of a false account(s) or any other method or device be obscene or contain child pornography;

• infringe any copyright or intellectual property or any legitimate interest of any third party;

• contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information;

• post images not part of a listing;

• modify, adapt or hack the Website or SHOPLINE or modify another website or create another mobile device application so as to falsely imply that it is associated with SHOPLINE or us; or

• create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; or link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under the Terms, the Privacy Policy, or other policy documents as posted on SHOPLINE. Furthermore, you may not list (or complete) any item on SHOPLINE (or consummate any transaction that was initiated using SHOPLINE's service) that could cause us to violate any applicable law, statute, ordinance, or regulation, or that violates these Terms.

We reserve the right to remove any Content posted by any user onto SHOPLINE which falls under any of the categories as described in items (i) to (ix) set out above or any Content, which is inappropriate for posting on SHOPLINE in the sole discretion of us.

INTELLECTUAL PROPERTY AND CONTENT

Our trade name and company name, SHOPLINE, and other SHOPLINE graphics, logos, designs, page headers, button icons, scripts, and service names are our or our affiliates’ intellectual properties and may not be used (including as part of trademark and/or as part of domain names or email addresses) in connection with any product or service in any manner that is likely to cause confusion.

The names of actual companies and products mentioned on SHOPLINE may be the intellectual properties of their respective owners.

We will have the non-exclusive and royalty-free right and license to use the names, trademarks, service marks, and logos associated with your store website to promote the Service.

We will not own or claim any intellectual property rights over the materials that you provide to us (including feedback and suggestions) or post, upload, input or submit to us through SHOPLINE or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing, or submitting your Submissions, you are granting us, our affiliated companies, and necessary sub-licensees a license, on the terms mentioned in this paragraph, to enable us and/or SHOPLINE to use your Submissions in connection with the operation of their Internet businesses including, without limitation, the rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission and transform the link of your Submission; and to publish your name in connection with your Submission. You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights you have in any Submission you provide to us through SHOPLINE.

As part of a transaction conducted via SHOPLINE, you may obtain personal information, including email address and shipping information, from other individuals. Without obtaining prior consent from the other individuals, this personal information shall only be used for that transaction or for SHOPLINE-related communications in relation to that transaction. You acknowledge that we are not granting you permission to use such information for any other purpose, including without limitation, unsolicited commercial messages or direct or indirect marketing. Without limiting the foregoing, and without express consent from the individuals who provided personal information, you are not licensed or permitted to add any such individual to your email or physical mail list. For more information, please see our Privacy Policy. We are under no obligation to post or use any Submissions you provide and may remove any Submissions at any time at our sole discretion.

By providing a Submission to us through SHOPLINE, it may be possible for a third-party website or a third person to re-post that Submission. You agree to hold us harmless for any dispute concerning any use in this manner. If you choose to display your own SHOPLINE-hosted image on another website, the image must provide a link back to its listing page on the Website.

By posting, uploading, inputting, providing, or submitting your Submissions, you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

You are welcome to provide any ideas and suggestions regarding an improvement to the Services. In no event shall the provision of such feedback be subject to any obligation of confidentiality or expectation of compensation. By submitting any feedback to us (whether directly or indirectly), you waive any and all rights in it and acknowledge that we will be free to implement or modify it if desired.

Subprocessor list:

• POS services

  In addition to the terms generally applicable to the service, the following terms apply to your access to and use of POS services. POS services include SHOPLINE POS software ("POS Software"), programs, documents, applications, tools, Internet-based services and components, and any updates provided to you by SHOPLINE.
  
  To access and use POS services, you need to have a valid SHOPLINE account.
  
  You can terminate your POS services without terminating your account or any other services you subscribe to, in which case you will continue to pay for the services (except for the terminated POS services).
  
  You agree to use the POS services according to the use steps provided by SHOPLINE from time to time.
  
  Although the encryption technology is used in the POS services, and the law usually prohibits third parties from monitoring transmission, we cannot guarantee the security of the connection with POS services. And we are not responsible for any unauthorized access to or use of data transmitted through POS services.

• SHOPLINE APP

  You can download SHOPLINE APP to manage the backstage of your store. SHOPLINE APP supports you to register an account on a mobile terminal; to view, modify and delete commodities; to view and modify order information. You need to log in to SHOPLINE on a PC to operate if you need to use other functions, such as payment, data export, account cancellation, etc.

MEETINGS

SHOPLINE users may arrange and attend in-person meetings ("Meetings") with one or more individuals through SHOPLINE. SHOPLINE users are solely responsible for interactions with others. Users must comply with these Terms and our policies and acknowledge and agree to comply with all applicable laws during the course of the Meeting. We are not involved with Meetings arranged between different users of SHOPLINE.

We do not supervise or control the Meetings, user-initiated online or offline gatherings, or the interactions among and between users and other persons or companies. Users understand that we take steps to verify the identity of a user but do not in any way screen or perform background checks on its users. All users agree to and acknowledge that they bear all risks in electing to attend Meetings, which take place both online and offline.

THIRD-PARTY SERVICES

We may recommend and provide third-party software, applications, services, or website links (collectively referred to as "third-party services") to you from time to time in the application market. Your purchase, access, or use of any such third-party services shall deem to constitute a partnership between you and the third-party service provider. You should read the terms of use and/or privacy policy applicable to such third-party services before using or accepting third-party services and agree to be bound by the additional service-specific terms applicable to such services. We do not provide any guarantee or make any representation for the third-party services. Any use of the third-party services provided or recommended through SHOPLINE is entirely at your own risk and discretion.

You acknowledge that we have no control over the third-party services and will not be liable to you or any other person for such third-party services. Our provision of these service links to you does not constitute or imply any recognition, authorization, sponsorship, or subordination between us and third-party service providers. We do not guarantee the availability of third-party services, and you acknowledge that we may disable access to any third-party services at any time without notice. We are not responsible for the suspension or suspension of access to any third-party services or the disabling of any third-party services.

You hereby agree to indemnify and hold us and our shareholders, subsidiaries, affiliates, officers, directors, agents and employees harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of third-party services or your relationship with a third-party service provider.

If you enable or install any third-party service for use with the Services, you grant us permission to allow the applicable third-party service provider to access your data and take other actions as required for the interoperation of the third-party service with the Services. Such transmission of data is between you and the third-party service provider. We are not responsible for the disclosure, modification, or deletion of your data or other materials, or any corresponding loss or damage you may suffer as a result of third-party services or third-party service providers' access to your data or other materials.

The relationship between you and any third-party supplier is limited to that between you and such third-party supplier, and we have no obligation to intervene in any dispute between you and the third-party supplier.

We shall be not liable for any direct, indirect, incidental, special, consequential, punitive, special, exemplary, or other damages caused by any third-party services or your contractual relationship with any third-party service provider. It shall apply these restrictions even if SHOPLINE has been informed that such damage may occur. The above restrictions will apply to the maximum extent permitted by applicable law.

PRIVACY

Protecting your privacy is very important to us. Please review our Privacy Policy, which explains how we treat your personal information and protect your privacy. You must read, agree with and accept all of the terms and conditions contained in the Privacy Policy before you may become a member of SHOPLINE. Except as provided in our Privacy Policy, we will not sell, transfer, use or disclose your personal information (as defined in the Privacy Policy) to third parties without your express consent. We store and process Content on computers that are protected by physical as well as technological security.

You hereby acknowledge and authorize us to collect, store and process personal information from your customers for you to use SHOPLINE and the Services. You hereby undertake, warrant and represent to us that:

• You have obtained sufficient and necessary authorization, consent, and permission from your customers to directly collect and use their personal information required by us to perform relevant services;

• You have obtained sufficient and necessary authorization, consent, and permission from your customers to allow us and our partners to conduct de-identification analysis and aggregate processing of personal information collected from your customers;

• You comply with all applicable laws, regulations, and regulatory requirements, including but not limited to formulating and publishing relevant policies on the protection of personal information and privacy;

• You have provided your customers with a user-friendly selecting mechanism, informed them how and when they can exercise their right over personal information, explained to them how and when they can modify or withdraw after exercising their right, and given your customers the option to agree or object to the collection and use of their personal information for commercial purposes.

• You have informed your customers how they can exercise their rights against you (how to access or correct their personal information, exercise their right to delete or change the scope of their authorization and consent, etc.). Your customers will not make any demands, claims or complaints against us as a result of our processing of their personal information in accordance with this Privacy Policy.

• If you are in breach of any of the above undertakings, and your customers raise any claims against us, or as a result, we are involved in any legal or administrative proceedings, you will be solely responsible to resolve the matter and hold us harmless against any losses and damages suffered by us as a result of such breach.

Certain services made available via SHOPLINE may be delivered by third parties. By using any product, service or functionality originating from the Website domain or SHOPLINE, you acknowledge and consent that we may share such information and data with any third party with whom we have a contractual relationship to provide the requested product, service or functionality for the Website’s users and customers.

CHANGING THESE TERMS

We reserve the right, in our discretion, to change, amend, to add or remove any provisions in the Terms ("Amendments") under which SHOPLINE is offered at any time. We will notify you of the Amendments by email (being the primary email linked to your account) or by posting the updated Terms with the Amendments on SHOPLINE. You are advised to check the Terms from time to time for any Amendments that may impact you. By continuing the use of SHOPLINE or any of the Services following the notice of the Amendments or the posting of the updated Terms with the Amendments to SHOPLINE, you agree to be bound by the updated Terms with the Amendments. Unless otherwise specified, any Amendments will apply on the date on which the updated Terms with the Amendments are posted onto SHOPLINE. We may give prior notice of these Amendments to all fee paying members where such Amendments will result in a material reduction in the availability, benefits and features of SHOPLINE.

Any failure by us to enforce or exercise any provision of the Terms, or any related right, will not be a waiver of that provision or right. Any rights not expressly granted in any provision of these Terms are reserved. We may provide you with notices, including those regarding changes to the Terms, by email (being the primary email linked to your account), regular mail, postings on SHOPLINE, or other reasonable means now known or developed in the future.

A printed version of the Terms and of any notice given in electronic form, will be admissible in judicial or administrative proceedings based upon or relating to these terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that the Terms and all related documents be in English.

THIRD-PARTY RIGHTS

Unless expressly provided in the Terms, a person other than us and our affiliates, SHOPLINE users or anyone accessing the Services pursuant to the Terms, a person who is not a party to the Terms has no right to enforce or to enjoy the benefit of any provision in the Terms. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferor of these Terms.

SHOPLINE CONTRACTING PARTY

The “SHOPLINE Contracting Party” is the party with which you are entering into these Terms. Your “SHOPLINE Contracting Party”, as well as the governing law and dispute resolution method applicable to the performance of these Terms, will be determined and coordinated by our discretion and based on the billing address you provide to us, and are generally indicated in the quotes or invoices issued by us. Unless specified otherwise, you agree that these Terms shall be governed by the laws of Singapore and any disputes shall exclusively be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force. Notwithstanding the foregoing, nothing in these provisions limit the right of SHOPLINE to bring proceedings against you in another court of competent jurisdiction.

These Terms do not apply to you or your use of the Services if your billing region is Taiwan (https://SHOPLINE.tw/about/terms) or Japan (https://jp.shopline.com/terms). Please refer to the respective terms and conditions for further information.

DISCLAIMER AND LIMITATION OF LIABILITY

Your use of SHOPLINE and the services will be at your own risk and are provided “as is”, “as available” and “with all faults”. we and/or our suppliers and affiliates disclaim all warranties, conditions, and representations, whether statutory, express, or implied, including, without limitation, any implied warranties, conditions, and representations of title, merchantability, fitness for a particular purpose, and non-infringement.

The information, software, products, and services included in or available through SHOPLINE may include inaccuracies or typographical errors. changes are periodically added to the information on SHOPLINE. we and/or our suppliers and its affiliates may make improvements and/or changes in SHOPLINE at any time. information and opinions received via SHOPLINE should not be relied upon for personal, medical, legal or financial decisions and you should consult an appropriate professional for specific advice tailored to your situation.

You will not hold us responsible for other loss, injury, claim, liability, or damage ("loss") related to your use of any linked website, including, without limitation, if this loss related to users' content, actions, or inactions or their statements and representations made through SHOPLINE's instant messaging service or posted on SHOPLINE.

In the event that a dispute arises between you and one or more users of SHOPLINE, you release us and SHOPLINE (and our staff, subcontractors and all affiliated parties) from claims, demands and damages (arising directly or indirectly) 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.

Although we will use our reasonable efforts to keep SHOPLINE available and the information on SHOPLINE reasonably accurate, we and/or our suppliers and affiliates make no representations conditions or representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services and related graphics contained on SHOPLINE for any purpose. all such information, software, products, services, and related graphics are provided "as is" without warranty or condition of any kind. we, our suppliers, and/or affiliates disclaim all warranties and conditions with regard to this information, software, products, services, and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

Guest users – you use SHOPLINE at your own risk. neither we nor any of our affiliates, and our and their respective agents, employees and sub-contractors, shall be liable to you or any other party for any losses or damages whatsoever or howsoever arising (including, without limitation, loss of use, business interruptions, loss of data, loss of profits, and lost revenue, whether such damages are alleged in tort, contract or any other legal or equitable claim) directly or indirectly in connection with the use of SHOPLINE or the services (whether under these terms or other contract or as a result of any misrepresentation, misstatement or tortious act or omission, including negligence).

Fee paying members – our liability to you in aggregate for any loss or damage is limited to damages of an amount equal to the subscription fee received by us for the subscription period in which the liability arose. for the avoidance of doubt, "our liability" includes that of any company in our group and our and their respective agents’ employees, subcontractors; "you" includes any other party claiming through you; "loss or damage" includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with use of SHOPLINE, whether under these terms or other agreement or as a result of any misrepresentation, misstatement or tortious act or omission, including negligence. this section of the terms & conditions does not affect claims relating to death or personal injury caused by negligence and does not limit or exclude any liability for fraudulent misrepresentation.

Multiple claims will not expand the above limitation.

These disclaimers apply to the fullest extent permitted by law and will survive any termination or expiration of these terms.

You hereby agree to indemnify and hold us and our shareholders, subsidiaries, affiliates, officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these terms or the documents it incorporates by reference or your violation of any law or any rights of a third party.

NOTICE

Any notices or other communications related to this Agreement shall be in the form of paper in Chinese and delivered by hand or courier (in which case an e-mail of notice of impending delivery shall be sent to the relevant recipient), or sent by e-mail.

You are obliged to provide SHOPLINE with real and effective contact information (including but not limited to phone number, address, and e-mail), and SHOPLINE has the right to send you a notice through any one or more of the aforementioned contact methods.

SHOPLINE shall be deemed to have been successfully delivered notice after sending a message to you by email or system message. If the notice is sent in paper form, it will be deemed to have been successfully delivered five (5) days after SHOPLINE has mailed it to the address provided by you.

If any change occur to contact information provided by you in this Agreement, you shall notify SHOPLINE in the form of paper. If SHOPLINE fails to deliver the notice due to the delay in notification caused by you, such notice shall be deemed to have been duly delivered. Those force majeure caused by natural disasters or others shall not be included in these provisions.