Worryfree provides an online mobile shopping platform, on which the seller intends to sell goods or services, and the agreed terms of this Worryfree mall seller (hereinafter referred to as "this contract") are as follows with the consent of both parties, in order to jointly abide by:
PART A: DEFINITION AND SCOPE
1. Definitions and Interpretation
This Agreement contains a hassle-free policy. Unless otherwise agreed in this Agreement, the definitions and interpretations of terms in the Worryfree Policy shall apply to this Agreement.
2. Scope of this Agreement
2.1 Subject to Seller's compliance with the terms and conditions of this Agreement, Worryfree agrees to provide the following non-exclusive services (hereinafter referred to as "Services") to Seller:
(1) Listing goods or services provided by sellers on this platform
(2) Use Worryfree Seller Central
(3) Other services provided to sellers in accordance with the Worryfree policy
2.2 The Platform, Worryfree Seller Center and the Services
(1) Appearance and Style: Worryfree reserves the right to control the look and feel of the Platform and the Services.
(2) Entrustment or subcontracting: Worryfree reserves the right to entrust or outsource any of its obligations under this Agreement to affiliated enterprises or any third-party service providers.
(3) Modification of the Platform and/or Worryfree Seller Central: Seller acknowledges and agrees that Worryfree may modify, upgrade, suspend, discontinue or remove some or all of the information on the Platform and/or Worryfree Seller Central at any time without prior notice , functions, services or products, except as otherwise agreed in this contract or otherwise agreed in writing by both parties, Worryfree shall not bear any liability to the seller.
(4) Advertising: Worryfree reserves the right to market and advertise sellers or their products on this platform or other media and platforms of their own choice. Worryfree may place banners or other advertising materials on the Platform and/or in the Worryfree Seller Central for the purpose of marketing its own or any third party's services or products.
2.3 Seller's Use of the Platform
(1) Worryfree Policy: The seller acknowledges and agrees that the Worryfree policy forms part of this contract, and the Worryfree policy may be modified or updated at any time, and the seller's continued use of the platform shall be deemed as the seller's agreement to the modification or update. In the event of any conflict between the latest version of the Worryfree Policy and the terms of this Agreement, the latest version of the Worryfree Policy shall prevail.
(2) Accuracy and price validity: The seller shall be solely responsible for the accuracy and/or validity of the price of goods or other information related to its products posted by the seller on this platform.
i. With respect to a password that identifies Seller to log in to the Platform or use any feature on the Platform (hereinafter referred to as a verification code), Seller agrees to: (a) maintain the confidentiality of the verification code, (b) ensure that the account is closed after each use, and (c) If you become aware or suspect that there may be unauthorized use of the verification code or account, or that the confidentiality of the verification code has been compromised, you should notify you immediately.
ii. Seller agrees to be solely responsible for any actions (whether authorized by Seller) in the course of logging in to the Platform or using WorryFree Seller Central with a verification code and for actions taken by WorryFree in accordance with the instructions or actions in the above process.
(4) Name used by the seller on this platform: With the prior written approval of Worryfree, the seller may use a user name on this platform that is different from the name of the registered company that signed this contract.
2.4 Listing the sale of goods on this platform
(1) On the premise that the seller signs this contract, Worryfree agrees to list the seller's goods for sale on this platform.
(2) Worryfree reserves the right to refuse or suspend the listing of sellers' products on the platform if it deems it to be any of the following reasons at its sole discretion:
i. Listing the Product may not be useful for the purpose of diversifying the sale of the Product on the Platform;
ii. the Seller's breach or inability to perform this Agreement or its contractual obligations with the Buyer;
iii. Listing or selling this product is a violation of the Worryfree Policy.
2.5 The Seller and Worryfree are completely independent parties to the contract in the relationship established by this Agreement and have no agency relationship with each other.
3.1 The Seller acknowledges and agrees that Worryfree may charge fees for specific services or functions provided by the Platform or Worryfree Seller Central (hereinafter referred to as "Fee-based Services"). By using the fee-based service, the seller agrees to pay the relevant fees in accordance with the Worryfree Policy or otherwise agreed in writing by both parties.
3.2 Unless otherwise agreed, Seller shall be responsible for VAT incurred as a result of fee-based services.
3.3 The Seller agrees to deduct from the purchase price paid by the Buyer the Seller's charge-free service fees and any applicable taxes.
PART B: SELL AND OFFER GOODS ONLINE
4. The basis of the buyer's contract
4.1 The Seller agrees that the Goods shall be sold and supplied at all times in its own name and shall take all necessary steps and precautions to avoid their Goods being mistaken for Worryfree Goods.
4.2 Any contract or agreement relating to the sale and purchase of Goods is direct and solely between the Seller and the Buyer. Worryfree is not obliged to enter into any contract with the buyer regarding the sale or supply of goods by providing this platform.
5. The right to Worryfree
Worryfree reserves the right to refuse to accept or cancel any buyer order due to any of the following circumstances:
i. The customer requests that the product be sent to a region not covered by the services of this platform;
ii. The Buyer's order does not comply with the Worryfree policy and/or the relevant operating rules published on the Platform;
iii. Subject to any applicable law, regulation or disciplinary action by administrative authority or court order, the Buyer's Order shall not be processed or prohibited by worry.
6. Buyer contract and payment to seller
6.1 Buyer's orders generated through the Platform shall be deemed to have been accepted by the Seller.
6.2 The Seller will receive the relevant details of the Buyer's order and the Buyer's information notified by the Platform and/or the Worryfree Seller Central.
6.3 Any agreement for sale and purchase or other agreement between the Buyer and the Seller (hereinafter referred to as the Buyer's Agreement) entered into as a result of the Buyer's Order shall comply with the Worryfree Policy.
6.4 Under this Agreement, WorryFree or its authorized agents or affiliates have the right to accept payments from the Buyer on behalf of the Seller.
6.5 Worryfree shall pay the purchase price to the Seller during the Shopee Performance Guarantee Period in accordance with the Worryfree Policy.
PART C: FULFILLMENT OF BUYER'S CONTRACT
7. Seller's Performance Obligations
THE SELLER SHALL PERFORM THE BUYER'S AGREEMENT IN ACCORDANCE WITH THE TERMS OF PART C OF THIS AGREEMENT.
8. Merchandise Inventory
8.1 Proof and sales price: The seller shall indicate the product name, description, applicable warranty, sales price and other information required by the Worryfree policy, and submit the product list and related information through the platform in accordance with the Worryfree policy, and the seller shall update the product list and related information on the platform at any time to ensure its accuracy.
8.2 The time when the relevant information of the product is published on this platform is determined as the time of product publication.
8.3 The Seller shall ensure that the inventory quantity of the Goods complies with the content submitted in Article 8.1 of this Agreement and that it is sold on the Platform in the manner specified in Article 6 of this Agreement.
Sellers are responsible for properly packaging the Products and for the associated costs.
10. Delivery and Refunds
10.1 The Seller shall use its best endeavours to ensure that the Buyer receives the Goods within the Period of the Worryfree Performance Guarantee.
10.2 The Seller agrees to bear all applicable customs clearance fees, if any, for the Goods prior to delivery.
10.3 The Seller agrees to bear the taxes, duties and burdens associated with the Goods and does not make any recommendations in any regard.
10.4 Worryfree Guarantee:
(1) Seller agrees that Worryfree may retain the amount paid by the Buyer in respect of the Buyer's Order ("Purchase Payment") until the Buyer provides confirmation of payment. In the event of any dispute between the seller and the buyer regarding the product, the purchase price may be refunded to the buyer at the sole discretion of the seller or retained until the dispute is resolved, without any liability to the seller or the buyer.
(2) During the Worryfree performance guarantee period, if the delivery of the goods is delayed or there is a risk of delay, the seller shall immediately notify the buyer through this platform. Upon receiving such notice, the buyer may choose to cancel the order or extend the period of the Worryfree Performance Guarantee.
(3) In the event of any dispute between the seller and the buyer regarding the order or the product and the seller or buyer has requested the assistance of Worryfree, the seller agrees to take all necessary measures (including refund of the amount paid by the buyer) in accordance with the Worryfree policy, and shall not be liable to the seller for this.
10.5 The Seller acknowledges and agrees to accept any loss and liability arising from any breach of this Agreement or the Buyer's Agreement.
11. Buyer Services
Unless otherwise agreed in this contract, Worryfree shall not be responsible for after-sales service, collection of payment, customer consultation, sales or technical support, maintenance and/or any other obligations or services related to goods sold through this platform.
12.1 The Seller shall accept returns and/or refunds of Products if:
(1) The product received by the buyer is defective;
(2) The goods received by the customer are damaged;
(3) The buyer receives the product that is incorrect or does not meet the agreed specifications; or
(4) The Buyer elects to return the goods within the statutory appreciation period (if a statutory consumer appreciation period has been provided in accordance with applicable law).
13. Failure to perform the Buyer's Contract
If the seller breaches or delays the performance of any of its obligations under part c of this contract, Worryfree shall have the right to take all necessary measures, including terminating this contract and/or refunding the purchase price to the buyer.
PART D: GENERAL PROVISIONS
14. Buyer Personal Data and Electromagnetic Records
14.1 The information and electromagnetic records retained by the Buyer in connection with the purchase of goods or other use of the Platform shall be the property of Worryfree (hereinafter referred to as "Buyer's Information") and shall be regarded as Worryfree Confidential Information for the purposes of this Agreement.
14.2 The Seller shall not disclose the Buyer's Information to any third party without the prior written consent of Worryfree.
14.3 Upon termination of this Agreement, the Seller shall immediately destroy any retained or collected Buyer's Information.
14.4 The Seller warrants and undertakes that it will collect, disclose, use and process Buyer's Data only within the scope of the purposes of this Agreement. Seller shall not transfer any Buyer's Information without the prior written consent of Worryfree; With Worryfree's prior written consent, Seller shall take appropriate safeguards for Buyer's Information at Seller's own expense in accordance with all applicable regulations, relevant Worryfree Policies and Worryfree reasonable instructions. Sellers are responsible for the collection, disclosure, use, processing, or loss of Buyer Data by their subcontractors or service providers. The Seller undertakes to indemnify and hold harmless the Seller for damages caused by the Seller's breach of this Article or as a result of its wilful negligence in the performance of its obligations. Seller shall bear the costs or expenses incurred by Seller or its subcontractors or service providers in complying with the obligations under this clause.
15.1 The Seller warrants that it has full rights and/or authority to sell its Products listed on the Platform.
15.2 The Seller warrants that the Goods listed on the Marketplace, whether manufactured, assembled, produced or otherwise provided by the Seller, are:
(1) Strictly comply with the product warranty provided by any seller on this platform, and specifications, drawings, samples, performance standards or other sellers' descriptions of goods provided by this platform;
(2) of satisfactory quality that can be sold and satisfactory; And
(3) Comply with all applicable laws, rules, regulations and orders.
15.3 If the Seller breaches Clause 15.2 above or is unable to perform the Buyer's Agreement, the Seller shall have the right to notify the relevant Buyer accordingly. The Seller acknowledges and agrees to be liable for loss and liability arising from Seller's breach of Clause 15.2 above or failure to perform the Buyer's Agreement.
15.4 Seller's Non-Infringement Warranty:
(1) The products listed on this platform do not violate any applicable laws and regulations, and do not infringe the rights (including intellectual property rights) of any third party;
(2) Worryfree shall not directly or indirectly infringe the rights (including intellectual property rights) of any third party due to advertising, marketing or promotion of Seller's goods through any means (whether on this platform or other media) or the use of Seller's Materials to advertise, market or promote Seller's Products;
(3) The Seller Materials are suitable for Worryfree use in advertising, marketing or promotion of Seller's Products (whether on the Platform or other media), do not contain any defamatory or other content that violates applicable laws and regulations, and are complete, accurate and reliable;
(4) If the Seller becomes aware of any errors or needs to be updated in the Seller's Materials, it shall immediately notify WorryFree and correct the errors or updates;
(5) The Seller owns or is authorized to have all rights in the sale of the Goods, and hereby authorizes the use of such rights for the purpose of advertising, marketing or promoting the Seller's Goods (whether on the Platform or other media) within the scope of this Agreement. This license is irrevocable, non-exclusive, royalty-free and sublicensable; And
(6) The Seller is not aware of any third-party claim of infringement of the Goods, or any claim, request or legal action regarding the manufacture, sale, distribution or use of the Goods.
15.5 Other warranties by Seller:
(1) The Seller has full rights and authority to enter into this Agreement and the Buyer's Agreement, the terms and conditions of which are binding and enforceable to the Seller;
(2) The information provided by the Seller or the Buyer provided by the Seller through the Platform is accurate, valid and up-to-date;
(3) the Seller has obtained any formal consent, waiver, approval, authorization, registration, license or statement necessary to enter into and perform this Agreement and the Buyer's Agreement;
(4) all actions related to the Seller's execution and performance of this Agreement and the Buyer's Agreement do not violate any applicable law, rule, regulation, order, judgment, injunction, or other court or administrative authority; And
(5) Seller has obtained any formal consents, exemptions, approvals, authorizations, registrations, licenses, or representations necessary to enable Worryfree advertising, marketing, or promotion of Seller's Products.
16. Limitation and Exclusion of Liability
16.1 WorryFree's liability for any loss incurred by Seller under this Agreement shall not exceed the total amount of fees Worryfree received from Seller during the 12 months preceding the occurrence of such Liability Event. IN NO EVENT SHALL Worryfree BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, AND BUSINESS INTERRUPTION.
16.2 SOI does not guarantee the security of the information transmitted through the Platform, the Seller understands and accepts the risk that the Platform may be invaded by an unauthorized third party and/or a third party fraudulently using the Seller's name to disclose the information to such third party, and the transmission through the network and email may also be disrupted, interrupted, delayed and/ or incorrect data transmission due to the public nature of the network.
16.3 WorryFree is not responsible for or guarantees the Buyer's compliance with the Buyer's Agreement. Seller undertakes not to take any legal action against WORRY, its affiliates or the directors, officers, employees, contractors or agents mentioned above for any reason relating to the Buyer's Order or Buyer's Agreement, and hereby waives any right to take any legal action (but directly arising out of WORRY's intent or gross negligence, or Worryfree). This does not apply to damage to goods that occurs during the arranged delivery). The seller acknowledges that unless otherwise expressly stated on this platform, Worryfree does not have any obligation for the sale, supply and purchase of goods on this platform.
16.4 The Seller acknowledges and agrees that user authentication on the Internet is generally difficult to confirm and hereby accepts that engaging in online activities may expose you to fraud or false identity practices (including but not limited to impersonating buyers). Worryfree does not: (1) warrant and/or confirm each Buyer's purported identity, (2) warrant that Buyer has not misused CAPTCHA or has complied with all relevant specifications for the use of the Platform, and (3). ) to assume responsibility for disputes involving buyer identity.
17. Force Majeure
17.1 Worryfree shall not be liable for any delay in performance or inability to perform any of its obligations under this Agreement due to events or causes beyond the reasonable control of CAREFREE or its contractors. Without prejudice to the foregoing overview, any of the following shall be deemed beyond the reasonable control of Worryfree or its contractors:
(1) natural disasters, explosions, floods, storms, fires or accidents;
(2) war or threat of war, vandalism, riot, civil commotion, government requisition, terrorist activity or social commotion;
(3) laws, regulations, rules , rules, and various restrictions or measures of central or local legislative or administrative organs;
(4) import and export regulations or embargoes;
(5) Transportation disruptions, strikes, lockouts, industrial actions or trade disputes (whether or not involving Worryfree employees);
(6) infectious diseases;
(7) interruption of production or operations, shortages of raw materials, labour, fuel or machinery;
(8) Power failure or mechanical failure.
17.2 In the event of any of the circumstances in clause 17.1 above, Worryfree may decide to suspend the performance of some or all of its obligations, and if the situation continues for more than one month, Worryfree may terminate this Agreement by notifying the Seller.
18.1 Worryfree may terminate this Agreement by giving written notice to the Seller within ten (10) business days.
18.2 In the event of any of the following Clause 18.3, WORRY® may terminate this Agreement and/or the Seller's Account immediately by written notice to the Seller, without prejudice to WORRY's other rights under applicable law or this Agreement.
18.3 Reasons for Termination:
(1) the Seller breaches any of its representations or warranties under this Agreement;
(2) the Seller breaches any of its obligations under this Agreement and fails to remedy it within five (5) days of receipt of the Worryfree written notice;
(3) liquidation or dissolution by resolution of the seller or by order of a competent court;
(4) appoint the administrator of the seller's assets pursuant to an administrative order, or the security owner to take over or sell any seller's assets;
(5) Measures against its creditors, such as entering into a debt agreement between the seller and its creditors, or claiming leave to the competent court;
(6) the Seller has ceased or declares that it will cease its operations; or
(7) Worryfree reasonably believes that any of the above causes will occur and notifies the seller.
18.4 Termination Effect
(1) Upon receipt of the notice of termination of the contract, the Seller shall immediately notify WorryFree of all contracts that it has entered into with the Buyer that have not been fully performed, and unless otherwise notified in writing by Worry, the Seller shall continue to perform in accordance with the Buyer's Agreement and this Agreement.
(2) After termination of this contract for any reason:
i. All fees or sums payable by Seller, whether or not invoiced or not, shall be deemed due; And
ii. WorryFree reserves the right to immediately block Seller's use of the Platform and/or Worryfree Seller Central, or to remove Seller Materials from the Platform or to stop accepting orders from any Buyer referred by Sellers.
18.5 Clauses 14, 15, 16, 18, 19, 20 and 21 of this Agreement , Articles 24 and 25 shall survive the termination of this Agreement.
19. Intellectual Property
19.1 Worryfree Intellectual Property means all intellectual property rights contained in or attached to:
(1) The Platform, Worryfree Seller Central, Worryfree or its affiliates;
(2) Worryfree all documents, designs, materials, specifications, business technologies, workflows, methods, business models; and
(3) Work products created or provided by Worryfree for the purpose of this contract.
The above Worryfree Intellectual Property Rights shall be exclusive to Worryfree and the Seller shall not challenge such Worryfree Rights in any way during or after the term or termination of this Agreement. Seller agrees and acknowledges that it does not have or retain any right or interest in or to CAREFREE, and Seller obtains only a limited, non-exclusive, revocable license to use CAREFREE Intellectual Property to perform its obligations under this Agreement during the term of this Agreement.
19.2 The Seller agrees not to use, exploit, disclose, market, sell or distribute any material or goods containing the Intellectual Property Rights of WORRY, without the prior consent of Worryfree and solely for the purpose of fulfilling its obligations under this Agreement.
19.3 In consideration of its obligations under this Agreement, the Seller hereby grants Worryfree an irrevocable, non-exclusive, sublicensable and royalty-free right to use the Seller's Materials for marketing or promotional activities on the Platform or other media channels selected by WORRY.
19.4 The Seller represents and warrants that it owns or is authorized to have all intellectual property rights in relation to the sale of the Goods on the Platform and authorizes the use of such rights for the purpose of advertising, marketing or promoting the Seller's Goods (whether on the Platform or other media) within the scope of this Agreement. This license is irrevocable, non-exclusive, royalty-free and sublicensable.
19.5 The Seller represents and warrants that it is not aware of any claim that the Goods infringe the intellectual property rights of third parties or any claim, request or legal action in relation to the manufacture, sale, distribution or use of the Goods.
20.1 The Seller shall protect the confidentiality of the Confidential Information and agrees to use the Confidential Information only for the purpose of discussing or fulfilling its obligations under this Agreement. Seller shall not disclose Confidential Information directly or indirectly to any third party or third party (other than Seller's employees who have a need to know for the purposes of this Agreement) without the prior written consent of Worryfree. Seller shall not use the Confidential Information for purposes other than to perform its obligations under this Agreement or to exercise its rights under this Agreement. Sellers shall ensure that their employees are aware of the confidentiality obligations of these Terms. The Seller shall return the confidential information relating to this Agreement at any time and without worry. Worryfree disclosure of the terms of this contract to their lawyers, auditors, accountants or insurance companies.
20.2 The Seller shall not disclose, disclose or discuss the existence, content or scope of this Agreement, whether general or detailed, or in any way introduce to any third party through any media or its business without the prior written consent of WORRY.
21.1 Without prejudice to the claims, other rights or remedies to be held available under this Agreement, the Seller shall indemnify, defend and hold harmless Carefree Indemnified Persons from all related damages directly or indirectly caused or likely to arise from:
(1) Any lawsuit, claim or claim based on the claim that the Seller's Products or Seller's Materials or the use, possession, sale, advertising, distribution or marketing of the Seller's Products or Seller's Materials infringe the intellectual property rights or other rights of a third party (hereinafter referred to as the "Infringement Claim");
(2) the goods sold to the customer are defective;
(3) claims made by the Buyer based on a buyer's contract or other agreement with the Seller;
(4) Damage caused by the return of goods;
(5) losses arising from a breach or suspected breach of this Agreement by the Seller or a person jointly and severally liable;
(6) Due to the intention, negligence, fraud, failure of the seller or its affiliates, directors, officers, employees, agents, servants or contractors
loss caused by a legal or unlawful act;
(7) the Seller breaches any of its warranties or representations under this Agreement;
(8) Seller's delay or failure to perform its obligations under this Agreement, including, without limitation, Seller's inability or neglect to obtain any right, authority or license necessary to grant a Worryfree right under this Agreement; or
(9) Any third party's claim against the person who is compensated for whatever is above on the above grounds.
21.2 Without prejudice to the foregoing overview, Worryfree reserves the right to engage a lawyer at its own expense to seek legal advice and litigation representation, and to participate in the defense of any claim, including but not limited to infringement claims. Sellers should provide documentation and assistance in the defense process upon request. Any monetary compensation or compensation obtained by Defense shall be attributed to Worryfree.
21.3 If required by applicable laws and regulations, the Seller shall insure its obligations under this Agreement and the Buyer's Agreement and immediately provide a copy of the relevant insurance policy upon request.
22. Compliance with the Law
22.1 The Seller shall perform this Agreement or the Buyer's Agreement in strict compliance with all laws, treaties, ordinances, orders and regulations that may apply to this Agreement (whether domestic, foreign or international), in particular with regard to the protection of personal data, import and export, health, safety and environmental protection. Seller shall provide written proof of such compliance upon request in a hassle-free written request.
23.1 The Seller shall not assign, assign, transfer or dispose of its rights and obligations under this Agreement or the Buyer's Agreement, in whole or in part, without the prior written consent of Worryfree; Notwithstanding the prior written consent of Worryfree, this shall not increase Worryfree's obligations, derogate from Worryfree's rights, or relieve any Seller of its obligations.
23.2 The assigned, transferred or disposed of all or part of its rights and obligations under this Agreement to a third party designated by the Seller without the consent of the Seller, and the successor or transferee of the Seller shall be bound thereby. Seller shall provide the necessary documentation and assistance for such distribution, assignment, transfer or disposal.
23.3 The Seller shall notify Worryfree immediately of any change in its shareholding structure, corporate organization or manufacture or production of goods.
24.1 Any notice or request under this Agreement must be in writing and by registered mail, fax or e-mail to the address, facsimile number or e-mail address of the other party as shown on the signing page.
24.2 Deemed Served
(1) Email: When Worryfree sends an email to the seller, or when the notification confirming receipt of the seller's email is delivered to the seller.
(2) Other means:
i. Self-issuance: At the time of issuance.
ii. Mail: 7 days after the date of delivery (must not be returned to the sender due to undeliverability).
(3) Fax: When transmitting.
25.1 The Seller shall endeavour to provide the information and assistance necessary for the hassle-free performance of the Service and its obligations under this Contract.
25.2 Unless otherwise agreed in this Agreement or otherwise expressly agreed by the Parties, the rights and remedies under this Agreement are in addition to, without prejudice to such party's original rights and remedies at law or in equity. The exercise by either party of any rights and remedies it may have under this Contract or at law or in equity shall not preclude it from exercising any other rights and remedies.
25.3 Failure to exercise or enforce any right under this Agreement shall not be deemed a waiver or precluded by its subsequent exercise or enforcement of that right. Any claim arising from breach or non-performance in connection with this contract may only be waived by the claimant in writing. The express representation of any rights under this Agreement shall not affect its other rights under this Agreement or at law.
25.4 If any provision of this Agreement is determined by the competent authority to be illegal, invalid or unenforceable, it will not affect the legality, validity and enforceability of the other provisions; Such provision found to be illegal, invalid or unenforceable shall be deemed severed by this Agreement.
25.5 No third party other than a party to this Agreement shall have any rights under this Agreement, except to the extent that a legal or permissible successor or assignee shall do so.
25.6 If any dispute or controversy arising out of this Agreement cannot be resolved within thirty (30) days after either party notifies the other party and the senior management of the parties negotiates.
25.7 WorryFree may, in its reasonable opinion, seek temporary injunctions or restrictive dispositions as an appropriate remedy for the Seller's breach of contract or non-performance of this Agreement.
25.8 Worryfree may modify or update the terms of this contract by notifying the Seller in other ways (including email) on this platform, and it shall take effect from the date specified in the above announcement or notice. Seller's continued use of the Platform shall be deemed Seller's agreement to such modification or update. If Seller does not agree to such modification or update, Seller shall stop using the Platform or Worryfree Seller Central and terminate this Agreement.
25.9 We may correct any misspellings, miscalculations or other omissions in any receipts, invoices or documents without liability.
25.10 The original of this Agreement shall be made in duplicate, one copy by each of the Parties, and shall be exchanged by facsimile or electronic document, each of which shall be deemed to be the original and constitute the same document.
25.11 This Agreement is subject to the language of the Chinese version.
25.12 This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior oral or written agreement or covenant between the parties.
Definition and interpretation
1.1 Business days: normal business days of local banks in Taiwan (excluding Saturdays and Sundays).
1.2 "Confidential Information": any document, information or data provided directly or indirectly by either party to the other party, tangible or intangible, before and after the effective date of this Agreement, including but not limited to trade secrets, know-how, product elements, designs or videos, business plans, game test files, customer information, financial statements, financial data, development processes, personal information, company establishment information, tax certificates, The terms of this contract and other technical and commercial information, etc. The methods of disclosure of confidential information include, but are not limited to, letters, faxes, memorandas, minutes, agreements, contracts, reports, manuals, software code, drawings, e-mails, etc., or are disclosed orally and subsequently confirmed in writing as confidential information by the disclosing party.
1.3 "Buyer" means a buyer who purchases or may purchase Seller's Products through the Platform.
1.4 "Buyer's Agreement" means a contract or agreement between the Seller and the Buyer established pursuant to clause 6.3 hereunder.
1.5 Customer Order: An order placed by a Buyer to purchase Goods through the Platform.
1.6 "Intellectual Property": patent rights, trademark rights, copyright property rights, moral rights, trade secrets, domain names and other related and derivative applications and rights protected by law.
1.7 Worryfree indemnified persons: Worryfree or its affiliates or the above directors, officers, employees, contractors, agents.
1.8 "Selling Price" means the price at which the Goods are sold to the Buyer on the Platform.
1.9 "Losses" means all losses, expenses, costs, fines, settlements and damages, whether foreseeable or not.
1.10 "Parties": WorryFree and Seller.
1.11 "Platform": a web and mobile shopping platform operated and provided by Worryfree.
1.12 "Goods": products or services offered to Buyers by Sellers on the Platform.
1.13 'Return Policy': The Worryfree Policy sets out the return policy for Goods that applies between Seller and Buyer.
1.14 Worryfree Seller Central: Worryfree provides sellers with relevant web services on the use of this platform to sell goods. A Worryfree online and mobile shopping platform operated and provided
1.15 Worryfree Performance Guarantee: as defined in the Worryfree Policy.
1.16 Worryfree Performance Guarantee Period: as defined in the Worryfree Policy.
1.17 "Seller Materials" means all materials provided by the Seller on the Platform, including but not limited to trademarks, logos, brands, logos, photographs, text, format, content, graphics, music, lyrics, videos, sound effects and digital files of the above materials, including the names of businesses or transactions used by the Seller on the Platform.
2. Legal Interpretation:
Any reference to any regulatory provision in this Agreement shall be construed as a reference to the regulatory provision as last amended and in force at the time of interpretation. In this Agreement, "including" shall mean including, but not limited to. Unless otherwise expressly stated, all days and months refer to calendar days and calendar months. In the event of any inconsistency or conflict between any provision of this Agreement (whether or not in the same document), such clause shall be construed in a manner favorable to Worryfree and the more Worryfree provision shall prevail.