Tospino Settlement Agreement

 

Through friendly negotiation, both parties have reached the following agreement on Party B’s entry into Party A’s Tospino platform to open a store based on the principle of equality and mutual benefit.

 

Article 1. Basic definition

1. "Booming（Shenzhen ） Networking Technology Co., Ltd.," refers to a platform operator that provides platform services for Party B's online transactions with users; "Party B" is an operator who sells goods to users through the Tospino platform;

2. "Tospino" is a global cross-border B2B e-commerce service platform provided by the nail party with technical support and system maintenance. It is a specific cyberspace where Party A sets up an account for Party B for business operations and reaches transaction intentions with consumers. After Party B completes the settlement procedures through the settlement channel provided by Party A, it can conduct business in this space.

3. "Online" refers to the start of the release of product sales information and the start of sales of products on Tospino.

4. "Offline" refers to stop publishing product sales information and stop selling products on Tospino.

5. "Users" refers to consumers who order goods on the Tospino platform: "Commodities" specifically refer to goods sold by Party B or various forms of services provided for compensation.

6. "Single Commodity" is a unit of commodity corresponding to the specifications and unit price specified in the annex to this agreement.

7. " Platform-published Price " refers to the unit price of the goods sold to users by Party B published on Tospino, and the platform has the right to suggest adjustments.

8. "Platform Transaction Commission" refers to the percentage of platform settlement transaction volume, which is the fee charged to Party B by Party A or Party A's partner for providing online trading platform services.

9. "Settlement Unit Price" refers to the remaining part of the platform-published price of a single commodity minus the unit price of platform transaction service fees.

10. "Sales Quantity" refers to the quantity of goods ordered and paid for by the user minus the quantity of returned goods: "Consumed Quantity" refers to the quantity of goods actually received by the user after ordering and payment based on the information recorded by Party A's logistics management platform.

11. "Total Sales" refers to the product sales quantity multiplied by the settlement unit price. "Total consumption" refers to the product consumption quantity multiplied by the settlement unit price.

12. "Promotional Materials" refer to the pictures, text materials, promotional materials, company introductions, product introductions and instructions, trademarks or service marks, etc. provided by Party B to Party A to make the product release pages, and Materials taken and produced by Party B at the business premises of Party B with the permission of Party B.

13. "Commodity Release Page" refers to the products presented on Tospino and Party B's introduction in text and pictures, trading conditions and other information. Party B is responsible for confirming and assuming responsibility for the page information and content on the commodity release pages.

14. "Qualification Documents" refer to the business license, tax registration certificate, organization code certificate, food hygiene license, production license, special industry license, trademark certificate, and other rights to operate and sell goods that Party B must have for selling goods, according to laws and regulations or administrative regulations, local regulations and rules or requirements of product brand owners.

15. "Account Service Period" refers to the period corresponding to Party A's activation of the seller's system authority for Party B in accordance with this agreement, and the term is 1 year. It is calculated from the day when Party B's payment authority is activated. The period for each subsequent extension is one year.

 

Article 2 Party A’s rights and obligations:

1.Party A has the right to decide whether the product can be launched on Tospino and the duration of the launch based on Party B's qualification documents and product conditions. If the product does not meet the online conditions of Party A or fails to reach the expected sales volume or the supply cannot meet the safety stock index recognized by Party A, Party A has the right to terminate this agreement; Party A has the right to arrange adjustments to the release location of the product.

2.For the purpose of publicity and promotion, Party A may edit, use, display, quote, copy, publish, publicly display and disseminate all the trade names, trademarks, service marks and other related products materials provided by Party B through any media including but not limited to the Internet, including that Party A can purchase keywords related to business names, trademarks and other promotional materials for online search and promotion of products. If necessary, Party B shall provide the corresponding authorization letter; Party A has the right to use the commodity release pages, or incorporate information about the product release page into other works in any form, media or technology.

3. Party A has the right to verify and adjust the specific types, quantities and categories of products operated by Party B on the Tospino platform based on the business scope specified in Party B’s business license and the business category that Party B applies for.

Party A only provides platform technical maintenance and system upgrades. Party B enters the Tospino platform. Unless otherwise agreed in writing, Party A does not provide any form of additional, value-added, gift or other third-party services, and does not promise Party B any sales quantity or total sales.

4.Party A strives to maintain the normal operation of the Tospino platform on the existing basis, optimizes and adjusts the system at any time, and releases a new version. If Party B must use the new version, Party B shall choose to use the new version. If tariff adjustment is involved, it shall pay the technical service fee according to the corresponding fee standard of the new version. Or if Party B refuses to use it, it should stop operating on the Tospino platform and apply to Party A to terminate this agreement. If Party B is found to have compromised the security and stable operation of the system, Party A has the right to immediately stop Party B’s service authority, and immediately delete harmful information, data, etc., and Party B shall bear full legal responsibility for all undivided consequences.

5.Party A has the right to organize corresponding promotional activities based on market conditions and Party B’s operating conditions, and Party B should actively support and perform as agreed upon according to its own operating conditions. Once Party B confirms in writing (including but not limited to e-mail, fax, etc.) that it chooses to participate in the above promotional activities, Party B shall not withdraw from the promotional activities in the middle, or withdraw from the promotional activities in disguised form such as taking off the shelf. At the same time, for any form of promotional activities, Party A is not responsible for Party B's sales.

6.Party B agrees that Party A has the right to transfer all rights and obligations of this agreement to its affiliated companies according to the needs of business adjustments. In this case, Party A will notify Party B in the form of platform announcement 10 days in advance.

Party A has the right to unilaterally make changes to the rules published on the Tospino platform in accordance with relevant national laws, regulations, policies and Tospino platform operations. After the changes, Party B will be notified in the form of an announcement. Any announcement constitutes an integral part of this agreement.

Party A has the right to request Party B to provide information related to Party B’s goods, after-sales service, etc., so that Party A can respond when consulting the Tospino platform for customers. For situations that Tospino cannot answer or are in the hands of Party B, Party A has the right to require Party B to provide a corresponding plan within the prescribed time limit. If Party B fails to resolve it in time, Party A has the right to take corresponding measures against Party B.

 

Article 3. Rights and Obligations of Party B

1.Party B is the owner, provider and seller of the goods, and promises to sell the goods: to have complete and legal ownership or disposal rights, and the right to sell, not to bear any other rights, and not to infringe any third-party trademark rights, patent rights, copyrights and other intellectual property rights, shall not be recourse or claim any rights by third parties, and shall comply with the quality and technical requirements stipulated by relevant laws, regulations or administrative regulations, local laws and regulations, and national or industry quality standards and safety Requirements, and provide certificates issued by relevant state departments and other documents (including but not limited to instructions, quality assurance, and factory inspection certificates). The final product or service standard obtained by the user is consistent with the description and samples on the Tospino platform published as promised by Party B; Party B guarantees that the labeling on the product and packaging shall comply with local laws and regulations on product labeling requirements, instructions and regulations.

2.Party B should sell goods to users in accordance with this agreement, the commodity release pages, and agreement, transaction rules or service terms published by Tospino , and assumes full responsibility for the products purchased by users. If the goods or services provided by Party B are fraudulent or do not comply with the law, Party B is responsible for refunding the user the original amount paid in full, and paying the user 10 times the price posted on the platform as compensation. Party B shall be fully responsible for the personal or property damage caused by the user while using the goods and shall ensure that Party A does not bear any responsibility for this.

3.Party B has the right to receive a positive response from Party A and receive reasonable guidance and training when it encounters any problems and the right to make comments and suggestions during the use of the Tospino platform.

4. Party B guarantees that it is a legally existing corporate legal person and has all the qualification documents required to provide or sell goods, and that the business scope, license scope, and authorization scope of the qualification documents have covered all commodities, and provide Party A with a stamp of Party B A copy of the seal of the qualification document. If the qualification documents are changed during the performance of this agreement, Party B shall notify Party A in writing within 2 working days and provide a copy of the changed qualification documents.

5. Party B shall not unilaterally cancel the cooperation agreed in this agreement.

6. Party B shall not make commercial use of any data on Tospino, including but not limited to displaying any information registered in Tospino by copying, disseminating or disclosing to other parties without the prior written approval of Party A.

7. Except for the express agreement of both parties in writing, Party B promises to provide users with the same service standards as consumers from other sources, without any form of discrimination. If the user returns or exchanges the goods, Party B shall bear the corresponding expenses.

8. Party B shall not publish any information on the Tospino platform that attracts platform users to other platforms or Party B’s own online sales platform channels for transactions, nor shall it include such information that attracts users in the package.

9. If the goods provided by Party B have a shelf life, when the user receives the goods, the remaining shelf life of the goods should exceed or equal to 1/2 of the shelf life of the goods and not less than 3 months, otherwise it will be deemed as Party B’s breach of contract and Party A or the user have the right to return the goods and Party B shall bear the costs incurred by the return. For special goods, the two parties shall jointly agree with a written document confirmed by the seal.

10. When the platform remits the settlement funds to the bank account provided in the appendix of this agreement, it is deemed to have fulfilled the payment obligations under this agreement. The account name must be Party B’s public account, otherwise the platform has the right to refuse payment: The authenticity and accuracy are confirmed by Party B to ensure that the above accounts will not be used for illegal purposes.

11. Party B guarantees that Party A is the only network cooperation platform in the cooperation area. If not, Party A has the right to terminate the cooperation with Party B at any time without assuming any responsibility. At the same time, Party A will not refund or pay any cooperation funds to Party B. And expenses.

12. If Party A is not the only network cooperation platform of Party B in the cooperation area, but if Party B has disclosed this information to Party A before the cooperation and guarantees that the price of product sales information published on other network cooperation platforms is not lower than that on Party A’s platform, Party A still chooses to cooperate with it, Party B will no longer be liable for breach of contract in Article 3.11.

13. Party B shall be responsible for the management of the account on the Tospino platform, and delete any information in its account and products that violates relevant national laws, regulations and rules of the Tospino platform. Party B guarantees that the Tospino platform will be used in strict accordance with the agreement and technical requirements of this agreement, and will not attack, decode equations, upload Trojan horses, viruses, and other operations that may harm the security and stability of the platform.

14. Party B knows and agrees: due to entering the Tospino platform and its business needs and fulfilling the obligations of this agreement, Party A has the right to use and keep any information and data summited by Party B, as well as transaction data and evaluation data generated by Party B in the course of operations. The right will continue to be retained after the termination of this agreement. At the same time, both before and after the termination of this agreement, Party A has the right to use it reasonably, including but not limited to market and research based on data. Party B further knows and agrees: Party A is not obligated to return the data to Party B before or after termination of this agreement, nor is it obligated to delete the original data and backups, and is not obliged to pay Party B any fees for the use of the data.

 

Article 4. Fees and settlement

1.  Platform deposit 0 RMB, later adjusted according to specific policies.
2. The platform charges certain technical service fees according to the following 4 levels.
Basic member: 3999 RMB/year
Silver Member: 12,800 RMB/year
Gold Member: 29,800 RMB/year
Diamond Member: 59,800 RMB/year

*Tospino membership levels and services are described as follows.

 

 

Party B can choose the membership level according to its needs, different membership levels correspond to different fees, and the services available are also different. 

3. Platform trading commission
Party A will charge 5%~8% of the transaction amount according to Party B's business category.Party A 

China bank information

        

Account Name：Booming Networking Technology Co., Ltd., Shenzhen

Bank of Account：Bank of China Shenzhen Gongming Sub-branch

Account Number：771872060567
        The first time to open the store, the above payment Party B should be paid to Party A's account before the admission to the platform and store audit, and need to inform the platform official of the payment voucher through online customer service; otherwise Party A auditor can not be audited by. Party A does not accept cash delivery, subject to Party B payment wire transfer voucher.Subsequent renewal payment directly contact online customer service to inform, otherwise the system will automatically close the store.

 

4. Value-added Service Fee

1) When Party B uses the value-added services provided by Tospino or a third party designated by Tospino, it shall perform its obligations and pay related fees in accordance with the separately signed agreement.

2) When Party B applies for Party A to provide value-added services, it shall be premised that the products of Party B and Party B of this agreement meet Party A’s online review standards, and should have the Party A’s agreement that products can be posted online.

5. Taxes

In the course of business operations, Party B shall bear the relevant taxes and fees, and Party A is not obliged to withhold and pay for Party B.

6. Expense settlement: Party A and Party B shall settle the orders generated by Party B in the course of operations based on this agreement in accordance with the following agreement:

Party B agrees: Party A will introduce third-party payment collective purchases or banks to provide such services, and Party B shall bear the corresponding fees as required.

7. Settlement method: T+7 (within 7 days after the order is completed) (in case of holidays, the settlement will be postponed). Party B agrees that Party A has the right to stop this settlement method at any time.

8. Other expenses

Party B knows and agrees: After Party B’s goods arrive at the port of destination and customs clearance, if Party A is responsible for shipping the goods to overseas local warehouses, Party B shall pay Party A the corresponding labor costs.

9. Invoice information

The invoice information must be the exact names of both parties, and no other third-party company names may be used. Otherwise, Party A has the right to refuse to issue or receive, until Party B provides its accurate billing information. The following information requires Party B to provide account name, bank account number, bank account, registered address, billing details, company landline and other information.

 

Article 5 Liability for breach of contract

1. If Party A receives more than 5% of the number of complaints from users against Party B that have been purchased, Party A has the right to take Party B’s goods offline and request Party B to refund users.

2. If Party B provides Party A with false, infringing or illegal promotional materials, or if the promotional materials contain false deception or misleading users, or Party B violates the contract or violates the law such as price violations, causing Party B or Party A to have disputes with users  安and get litigation or administrative punishment, then all disputes, litigation and punishment shall be resolved by Party B. If Party A is punished by government agencies or negatively reported by the media, Party B shall bear the relevant expenses.

 

Article 6 Liability for breach of contract

1. If Party A receives more than 5% of the number of complaints from users against Party B that have been purchased, Party A has the right to take Party B’s goods offline and request Party B to refund users.

2. If Party B provides Party A with false, infringing or illegal promotional materials, or if the promotional materials contain false deception or misleading users, or Party B violates the contract or violates the law such as price violations, causing Party B or Party A to have disputes with users and get litigation or administrative punishment, all disputes, litigation and punishment shall be resolved by Party B. If Party A is punished by government agencies or negatively reported by the media, Party B shall bear the relevant expenses. If Party B violates Article 3, Item 4 and does not have the qualification documents to provide goods, or the business scope, license scope, and authorization scope of the qualification documents cannot cover all commodities, or provides untrue, illegal or invalid qualification documents, Party A has the right to terminate the agreement. At the same time, Party B shall compensate Party A for all losses and expenses including but not limited to government fines and lawyers’ fees, and pay Party A a penalty of 30,000 yuan as Party A’s business Loss of reputation.

3. If Party B has any breach of contract, Party A has the right to request Party B to make corrections immediately. If Party B refuses or is unable to make corrections, Party A has the right to take measures such as product offline, product concealment, freezing settlement, and cancellation of the agreement; at the same time, it has the right to unilaterally unconditionally terminate the agreement and temporarily withhold the payment to Party B, pending the arbitration authority or the two parties negotiate the allocation of responsibilities before settlement.

4. If Party B and its employees accuse Party A, Party A’s shareholders, directors, employees, or otherwise adversely affect the reputation of Party A and the above-mentioned personnel through public means, such as oral or written statements, statements, etc., Party A has the right to terminate this agreement by notice at any time, withholding the relevant settlement funds as a loss of goodwill.

5. Party B will compensate, defend and protect Party A and Party A’s head and subsidiary, related parties, shareholders, directors, agents and employees from all claims, litigation, and debts losses, costs and expenses from third parties caused by or related to Party B.

6. The two parties jointly confirm that Party A shall not be liable for the failure of the normal operation of the online platform services provided by the mall due to uncontrollable reasons such as war, natural disasters, Internet communication providers, and illegal attacks.

Article 6, Anti-Commercial Bribery Clause

7.Both parties oppose any form of commercial bribery. Party B promises to have no relationship with Party A’s employees and their relatives, and shall not grant Party A’s relevant personnel and their relatives any form of benefits (including but not limited to rebates, securities, valuable gifts, travel, special entertainment, unrecorded related transactions or other interests, direct or indirect fund exchanges), otherwise it will be deemed as a serious breach of contract by Party B. Party A has the right to terminate this agreement and does not need to settle all payments to Party B. At the same time, Party B should pay Party A no less than 300,000 liquidated damages in RMB.

 

Article 7 Effectiveness, termination, modification, and renewal of the agreement

1. The Agreement Comes into Effect

This agreement will be valid for 1 year (calculated based on 12 months) from the effective date.

2. Change of Agreement

If one party changes the content of this contract, both parties must negotiate and sign a written agreement.

3. Agreement Renewal

Before the expiration of this contract, neither party has made a request to terminate or modify the contract, and if Party B remits the payable price to the account designated by Party A within [3] working days before the expiration, this contract will be automatically extended for one year, and so on. The contract price is based on the latest price provided by Party A and the standard confirmed by Party B. The automatically postponed contract starts on the day after the service expires.

4. Termination of Agreement

4.1 This agreement terminates naturally in the following circumstances:

4.11 The contract is otherwise stipulated in laws and regulations, or the contract is stipulated otherwise, or the contract expires, and Party B has not submitted an extension application or the extension application has not been reviewed by Party A;

4.12 Both parties sign a new agreement to replace this agreement.

5. Notification of Termination: Unless otherwise agreed in this agreement, either party to the contracting agreement may notify the other party in writing 15 (fifteen) days in advance to terminate this agreement. After the other party agrees, both parties sign an agreement to terminate this agreement.

 

Article 8. Confidentiality

1.The information received by any party (receiving party) from the other party (disclosing party), if marked or reasonably understandable as confidential or proprietary information of the disclosing party (including but not limited to discounts provided by B to Party A, client information of Party A that have not been publicly released and practical content which can bring economic benefits to the right holder, hereinafter referred to as "confidential information"). The receiving party must keep the confidential information of the disclosing party, and shall not disclose, give or transfer such confidential information to any third party (except affiliates) without the written consent of the disclosing party (except for providing legal, accounting, commercial and other consultants and employees of the parties to the government, stock exchanges or other regulatory agencies in accordance with laws and regulations, stock exchange rule).

2. Notwithstanding the above, in the following situations, the recipient does not need to assume confidentiality obligations:

2.1 Disclosure with the consent of the disclosing party;

2.2 No fault of the recipient caused by well-known;

2.3 The receiving party has been informed by other legal channels before the disclosing party’s disclosure and the disclosing party has no similar confidentiality restrictions;

2.4 The recipient needs to disclose any information due to legal procedures or the requirements of the competent authority.

2.5 The confidentiality obligations of both parties shall continue to be valid within the validity period of this contract and after the period expires, until the relevant information is no longer confidential.

3. If the counterparty requests it, either party shall return any documents, materials or software that contain the confidential information of the counterparty individually, and return it to the counterparty, or destroy it, or perform other disposal after the termination of this agreement, and may not continue to use this confidential information.

4. When Party A uses Party B’s relevant data in accordance with Article 3, Item 14 of the main body of this agreement, it shall not be subject to the confidentiality restrictions of Article 8 except that it shall not directly reflect Party B’s identity information.

 

Article 9. Others

1. The two sides were all independent body, the parties do not exist in any form of underwriting, sales agency, sale, distribution, agent commodity or joint ventures, joint venture, employment and labor, etc,.

2. Both parties shall strictly guard the content of this agreement and the business secrets involved.

3. In any circumstances other than force majeure occurred in the performance of this agreement by both parties, including termination of this agreement for any reason, and disputes arising from the performance of this agreement between the two parties, Party B shall provide users with goods and perfect after-sales service in accordance with this agreement to guarantee that users’ interests are not harmed.

4. A valid waiver must be signed in writing by the waiving party: one party's negligence or delay in the enforcement of a certain right or the investigation of the other party's breach or infringement does not mean that it has waived the right or pursued similar incidents in the future.

5. This agreement will take effect from the date when all parties sign and seal this agreement or the attachment on the back of this agreement. The validity period is one year: after the agreement expires, both parties still list their products on Party A’s Tospino, this agreement is deemed to be automatically extended.

6. The termination of this agreement does not affect the performance of the obligations that both parties have generated and the implementation of confidentiality, liability for breach of contract, quality responsibility, intellectual property rights, anti-commercial bribery, and after-sales service clauses.

7. Both parties have the right to bring a lawsuit to the court with jurisdiction in the place where Party A is located for disputes arising from the signing or performance of this agreement, or between Party B and the user. Party A also made a corresponding agreement in the user agreement, and Party B also accepts the relevant agreement.

8. This agreement is in two copies, each party holding one copy: the annexes to this agreement that may be signed by both parties are an integral part of this agreement, and shall have the same legal validity as this agreement after Party A's seal and Party B's signature or seal confirmation, but any document shall not be binding on Party A until it is stamped and confirmed by Party A. The fax has the same legal effect.