[READ WITH CAUTION] The User is reminded to read through the Agreement before registering as a member by clicking and accepting the clauses. You are strongly advised to contemplate and comprehend the clauses with the utmost caution, especially those in bold, including but not limited to the exemption or limitation of liability clause and the resolution of disputes clause. You may contact Erui E-commerce Platform Customer Service Center for any question about the Agreement.
[SIGNING] The User accepts all the clauses hereunder by clicking the “I Agree” button while in registration. If you disagree with the agreement or any clause hereunder while in reading, you must exit from the registration process immediately.
[THE REGISTERED MEMBER SERVICE AGREEMENT] (the “Agreement”) is made and entered into by and between the User (the “Registered Member”) and Erui International E-commerce Co., Ltd. (the “Platform Operator”) (jointly, the “Parties”), which is the operator of Erui E-commerce Platform (the “Platform”; www.xllycf.live), concerning the Parties’ contractual rights and obligations. The User is reminded to read through the Agreement with care.
1. Acceptance >>>>>>
1.1 The terms and conditions of the Agreement (the “Conditions” or “Clauses”), which apply to any services provided for the Registered Member by the Platform, include the body text hereof and any and all rules, regulations and notices issued or to be issued by the Platform, which form an integral part of the Agreement and are equally binding as the body text. The Registered Member agrees to accept and be bound by the content of the rules, regulations and notices while using the services provided by the Platform.
1.2 The Platform is entitled, as it deems necessary, to make any moderations or revisions to the Agreement from time to time by issuing public notices on its Official Website (the “Website”). No separate notice will be issued to the Registered Member. The Registered Member may log onto the Website from time to time to check for the newest version of the Agreement and shall, from time to time, pay attention to and read the newest version of the Agreement and the notice on the Website.
1.3 Any Registered Member who disputes any new moderations to the clauses may stop using the services provided by the Platform and apply for deregistration upon fulfilling the outstanding obligations hereunder. As long as the Registered Member continues to use the services provided the Platform, he or she shall be deemed to have accepted the moderations, and, in case of any disputes between the Registered Members and the Platform, the newest version of the Agreement shall govern.
1.4 The Registered Member, whether a juridical person or other entity, hereby represents and warrants that when he or she accepts the Agreement and becomes a member of the Platform, he or she has full legal and civil capacity conferred by law and can bear any civil responsibilities independently. If the Registered Member does not come up to any of the foregoing qualifications, he or she shall immediately deregister as a member or stop using any services provided by the platform.
2. Platform Services, Membership Class and Membership Fees >>>>>>
2.1 The services provided by the Platform enable the Registered Member to browse through trade information, retrieve goods and services information, agree to and complete transactions, evaluate products, participate in Platform activities and use any other information services and technical services.
2.2 In accordance with the member service clauses, the Registered Members are divided into the Ordinary Member, the Senior Member (who completes contract-base transactions) and the Gold Member (who are evaluated on the basis of annual purchasing volume or single purchasing volume). The interpretation of the evaluation process and the rendering of services are reserved solely by the Platform Operator.
2.3 The Platform reserves the right to change, suspend or terminate the services in part or in whole from time to time. The Registered Member may use the services provided on the Platform only when he or she accepts all the conditions provided hereunder and by the Platform.
3. Member Registration >>>>>>
3.1 If the User applies for registered membership, he or she shall complete the member registration process as required by the Platform.
3.2 The User who applies to the Platform for registered membership shall provide his or her true, precise, complete and legally valid information as required. In case of any changes to the registration information, the Registered Member shall update the information immediately. If any laws provide that the Platform Operator as a service provider should verify the information provided by part of the Registered Members, the Platform Operator may check and verify such information from time to time as statutorily stipulated and the Registered Members shall cooperate in providing the latest true and intact information.
3.3 In case that the registration information provided by the Registered Member is illegal, untrue, inaccurate or undetailed, he or she shall bear all the responsibilities arising therefrom. In this case, the Platform Operator reserves the right to terminate any services provided by the Platform for the Registered Member.
4. Account Security >>>>>>
4.1 Account information, such as username and password, will be generated upon successful member registration. The password may be changed by the Registered Member subject to the rules issued by the Platform.
4.2 The Registered Member shall keep and use his or her username and password with reason and prudence and shall be solely responsible for keeping his or her username and password secret and confidential. The Registered Member shall also be solely responsible for all the activities conducted by his or her authorized individuals or entities under his or her username and password. Such activities include but are not limited to disclosure and release of information, webpage clicking in agreement, submission of various instruments or agreements and online renewal of agreements or selling of goods or services.
4.3 The Registered Member shall immediately inform the Platform of any detected bugs or of any illegal use of his or her account by any unauthorized third party. The Platform accepts no liability if any hacker attacks or custody failures on the part of the Registered Member result in the username or password being misused by any third party. In this case, the Registered Member shall seek judicial or administrative relief from the tortfeasors to redress the losses and damages.
4.4. Except as provided by law or court rulings and with the written consent of the Platform, the Registered Member shall not assign, grant or bequeath his or her username and password in any manner whatsoever, as applicable. If case of any such assignment, grant or bequest, as applicable, legal instruments shall be submitted and formalities completed as stipulated by the Platform.
5. Rights and Obligations of the Registered Member >>>>>>
5.1 The Registered Member may use his or her username and password to log onto the Platform from time to time.
5.2 The Registered Member shall abide by the principle of credit and business integrity when making transactions on the Platform and shall not participate in any illicit competition, disrupt online transaction processes willfully or engage in activities irrelevant to online transactions.
5.3 The Registered Member agrees not to employ any data for mercenary purposes that is available on the platform, including but not limited to buyer/supplier information and relevant transaction information. “Employment” includes but is not limited to the use (e.g. duplication or dissemination) of any material available on the Platform without written consent.
5.4 The Registered Member Services include quick offers, financial service, delivery, labor warranty, after-sales services, commissioning, etc. Different classes of membership are entitled to different classes of service, the details of which are formally specified in detail by the Customer Service Center of the Platform Operator.
5.5 Registered Members are entitled to upgrades or downgrades in classes of services. The Platform conducts Registered Members Dynamic Management according to their qualifications and classes assigned by the Platform. Annual updates or downgrades in classes of services are available to safeguard the interests of all the Registered Members.
5.6 Registered members shall agree on and strictly abide by the following obligations:
(1) Not transmitting or publishing any speech provoking resistance or destruction of the implementation of the Constitution or any other law and administrative regulation, any speech provoking subversion of the regime of the country or overturning the socialist system, any speech provoking national division or damaging national unification, or any speech provoking national hatred or discrimination or damaging national unity;
(2) Abiding by relevant laws and regulations of China in outbound transmission of data and information from the Mainland China;
(3) Not being engaged in any law-breaking and criminal activity with the platform such as money laundering, stealing business secret and personal information;
(4) Not interfering with normal operation of the platform or invading the platform and any national computer information system;
(5) Not transmitting or publishing any information or material that is law-breaking or criminal, harassing, slandering, insulting, threatening, injuring, vulgar, obscene or uncivilized;
(6) Not transmitting or publishing any information or speech damaging the national public interest or involving national security;
(7) Not soliciting others to be engaged in any behavior prohibited herein;
(8) Not distributing any content infringing upon others’ intellectual property rights or legal rights including copyright and trademark right;
(9) Not be engaged in any behavior violating any prohibitive provision in national laws and regulations.
6. Rights and Obligations of the Platform >>>>>>
6.1 The platform shall be obliged to maintain normal operation of the whole online transaction platform and make efforts in upgrading and improving technologies to ensure successful going of online transaction activities of the registered members.
6.2 The platform shall reserve the right to delete any information not in conformity to laws and policies or false information without giving notice to the registered members.
6.3 In the event that any registered member fails to follow the regulations in Article 5 hereof, the platform shall be entitled to take such members as suspending or closing the member’s account on its own discretion without giving notice to or obtaining consent of the registered member. The registered members must assume legal responsibility for their speech and behaviors online.
6.4 The platform operator shall be entitled to send such information as order information and promotion activities to the members registered in the platform in such forms as short message, email and telephone.
6.5 The platform operator shall be entitled to us the information of the registered members including the registered information, account name and password to log on the registered accounts of registered members for evidence conservation, including but not limited to notarization and testimony.
6.6 The platform shall be entitled to refer to the registered data and transaction behaviors of the registered members, and to send inquiry and notice requiring correction to the registered members or directly delete the registered members when the platform finds any problem or has any doubt in the registered data or transaction behaviors.
6.7 The platform shall be obliged to have prior review of all the registered data of the registered members and to review all the transaction behaviors and other matters concerning transactions.
6.8 Once confirming any registered member to violate relevant regulations of this Agreement or any other law and regulation, the platform shall be entitled to delete related information or stop providing service for the registered member and investigates the registered member for relevant legal liability.
6.9 If any effective legal instrument or decision on administrative punishment confirms that any registered member has any law-breaking behavior or the platform has sufficient factual basis to confirm that the registered member has any behavior breaking law or this Agreement, the platform shall be entitled to publicize the law-breaking behavior of the registered member on the platform in the form of online release.
7. Conclusion and Performance of Order >>>>>>
7.1 The registered members shall accept and agree on the framework agreement and other agreements they have signed as well as the order provisions specified in the transaction rules of the platform.
7.2 Before submitting an order, the registered member shall carefully confirm the commodity name, attribute (specification, model and dimensions, etc.), price, quantity, receiving address, telephone number, payment mode, bank account, time of delivery, title of invoice, shipping address, remarks and other information.
8. Payment Service >>>>>>
8.1 According to different demand of the registered members for payment, the order placed may be paid by credit payment, bank account payment and third party payment.
8.2 The financial services available for advanced members and golden members shall include credit extension, local currency settlement and buyer’s credit, with the payment mode and line of credit extension involved to be based on the contract terms entered into between both parties.
9.Suspension and Termination of Service >>>>>>
9.1 For suspension of online service required for system maintenance or upgrading, the platform will give prior announcement on the platform.
9.2 When any registered member requests to cancel the account information of the registered member of the platform, based on review and consent of the platform, the platform shall cancel the said registered member and cancel the service agreement relation between the registered member and the platform, provided that the platform shall still reserve the following rights after canceling the account of the registered member:
(1) After the registered member is canceled, the platform shall be entitled to keep the transaction records when and before the registered member applies for cancelation;and
(2) If the registered member has any behavior violating law or contract on the platform before cancelation, the may still exercise the rights specified herein.
9.3 The platform may terminate provision of service for the registered member in the following conditions:
(1) When any registered member violates relevant regulations of this Agreement, the platform shall be entitled to terminate provision of service. If, after provision of service is terminated for the registered member, the registered member is registered as a member of the platform directly or indirectly or in the name of another person once again, the platform shall be entitled to terminate provision of service for the registered member unilaterally;
(2) Once the platform finds that the main content of the registered data of any registered member is false, the platform shall be entitled to stop providing service for the registered member any time;
(3) If any registered member expressly refuses the new service agreement when this Agreement is terminated or renewed; or
(4) Other conditions where the platform reasonably deems necessary to terminate service.
In addition to the foresaid conditions, the platform shall also reserve the right to suspend or terminate a part or all of the services upon prior notice to the registered member without assuming any liability for the registered member or any third party for any loss resulting from the suspension or termination of all the services.
10. Scope of Liability and Exceptions >>>>>>
10.1 In case of any of the following transaction abnormities which cause the failure of some or all transaction, the platform shall be entitled to make a decision to temporarily or technically stop transaction without assuming any liability:
(1) Force majeure;
(3) Technical failure; or
(4) Other abnormities out of control of the platform.
10.2 In case of transaction communication suspension or transaction data distortion resulting from the foresaid accidents, the effective data when the transaction is resumed shall be the transaction data finally recorded by the host computer of the online transaction system before the failure.
10.3 The platform shall provide all the information, content, materials, products (including software) or services for the registered members only to the extent based on the “present situation” and “existing situation”, and the platform shall not make any explicit or implicit guarantee in any form for operation of the platform or the information, content, materials, products (including software) or services contained in the platform.
10.4 The registered members shall solely assume the risks existing in or possible loss arising from use of the services of the platform. Except for the direct external sales business of the platform operator, the platform shall have no obligation to ensure performance of contract by the buyer and the seller, and the platform shall not be required to assume any such liability for any registered member or any third party.
10.5 The information, products or services provided by any cooperation partner, strategic partner, alliance organization and related website of the platform shall be only an extension of the services provided by the platform for the members. For any dispute, expense, loss, liability or consequence in relation to or arising from the member’s use or inability to use of any of such service, the provider of such service shall assume corresponding liability, and the platform shall not assume any legal liability.
11.Business Secret and Information Disclosure >>>>>>
11.1 The platform shall protect the business secret of the registered members, provided that the registration and transaction information of the registered members will be minimally disclosed in part or in whole in the following conditions:
(1) The information is disclosed to a third party based on consent of the registered member;
(2) If the registered member has submitted a complaint, the information may be disclosed to the complained as requested by the complained so as to settle possible dispute over rights between both parties;
(3) Disclosure according to relevant regulations of law or as required by administrative or judicial bodies;
(4) If the registered member violates relevant laws of China or policies and standards publicized by the platform and the information is required to be disclosed to a third party;
(5) In the event that disclosure of the registered member’s related registration and transaction information to a third party is a necessary condition for providing related products or services for the registered member, the platform shall be entitled to make necessary information disclosure;
(6) Based on consent of the registered member to accept the service of a third party payment organization, the platform shall be entitled to disclose to the third party payment organization related information of the registered member and its transaction on the platform; and
(7) Other disclosure deemed appropriate by the platform according to laws and relevant system or rules of the platform.
12 .Intellectual Property Right >>>>>>
12.1 The platform operator shall, pursuant to law, own the intellectual property rights, including but not limited to trademark right, patent right, copyright and business secret, for all the content on the platform website, including but not limited to works, pictures, files, information, materials, website structure, arrangement of website menus and webpage design.
12.2 The registered members shall respect the intellectual property rights. Without written consent of the platform operator, nobody shall use, revise, copy, quote, link, capture, publicly transmit, change, scatter, distribute or publish any information, program or content of the platform.
13. Liability for Breach of Contract >>>>>>
13.1 The registered members shall secure and maintain the interests of the platform and other registered members. In case of any loss to the platform or any third party arising from any registered member’s violation of relevant laws, regulations or any terms hereunder, the registered member shall agree to assume the liability for damages arising therefrom.
13.2 A registered member shall be deemed to break the contract in any of the following conditions:
(1) The registered member violates relevant laws and regulations when using service of the platform; or
(2) The registered member violates any standard for confirmation of breach of contract as specified by the platform operator in related rules of the platform that is understood and agreed by the registered member as agreed in this Agreement or any other agreement entered into between the registered member and the platform operator on the member’s acceptance of related service of the platform.
13.3 The registered members shall follow the rules in relation to information release of the platform when releasing information on the platform. If the information released by any registered member constitutes a breach of contract, the platform may handle corresponding information by deleting, shielding or breaking link immediately according to corresponding rules.
13.4 In the event that any behavior conducted by any registered member on the platform or any behavior not conducted on the platform but having impact on the platform constitutes a breach of contract, the platform may take such measures to the registered member as lowering the member’s grade, suspending the member’s transaction qualification and suspending provision of some or all services according to corresponding rules. If any behavior of the registered member constitutes a fundamental breach of contract, the platform may close the account and terminate provision of service for the registered member.
14. Miscellaneous >>>>>>
14.1 The conclusion, performance and interpretation of this Agreement and dispute settlement shall be governed by the laws (excluding conflicting provisions) in effect in the Mainland of the People’s Republic of China. If no relevant regulations are available in laws, it shall be based on business practice and/or industrial practice. In case of inconsistency of this Agreement with any applicable law, all the inconsistent terms shall be reinterpreted according to regulations of the law while all the other effective terms shall continue to be in full effect.
14.2 In the event that any term herein is deemed abolished, invalidated or unenforceable for any reason, such term shall be deemed severable and shall not affect the validity and enforceability of any other term. Unless otherwise expressly stated, any new content extending the scope of service or enhancing the functions shall be bound by this Agreement.
14.3 Any dispute arising between any registered member and the platform over the content or performance of this Agreement shall be settled through friendly consultation between both parties. If no settlement is reached through consultation, either party may apply for arbitration by China International Economic and Trade Arbitration Commission with the place of arbitration in Beijing. The arbitration award shall be final and binding upon both parties.
14.4 The platform operator shall respect the legal rights of the registered members and other members. The purpose of this Agreement, together with other content released on the platform including various rules and statements, is to provide service for the registered members and other members in a better way and more conveniently. Any opinion and suggestion of any registered member is appreciated by the platform. The platform operator will accept such opinions and suggestions open-mindedly to make due revision to this Agreement and various rules of the platform.
14.5 This Agreement shall be revised and interpreted by the platform operator.
14.6 The registered members shall be deemed to totally accept this Agreement after ticking off the sentence “I have read and agree on the Service Agreement for Registered Members” under this Agreement. Please confirm once again that you have been informed of and thoroughly understood all the content of this Agreement before ticking.