Terms and Conditions - U7BUY
This Platform is owned and/or operated by U7BUY and its affiliated company, Mercury Technology Co., Ltd. (referred to herein as "The Company", "U7BUY" or "U7BUY.com" interchangeably), having its principal office at No.541 Huangpu Road, High-tech Zone, Dalian China, and provides its services to you subject to the following conditions. Continued use of the Platform constitutes the affirmative agreement to these terms and conditions.
The Company reserves the right to change the terms, conditions, and notices under which its websites and services are offered, including but not limited to the charges associated with the use of the Company’s websites and services. You are responsible for regularly reviewing these terms and conditions and any additional terms and conditions.
1.1 This Agreement shall govern, among others,
(a) the provision of the U7BUY Services (as hereinafter defined); and
(b) your use of the Platform (as hereinafter defined).
1.2 The Services are intended for, and may only be used by:
(a) individuals who are 18 years and older who can form legally binding contracts under applicable law, and
(b) individuals who are under the age of 18 with the consent and direct supervision of his/her parent or legal guardian. All transactions carried out by any individual under the age of 18 pursuant to this Agreement shall be deemed to have been approved by his/her legal guardian or parent and such legal guardian or parent shall be responsible for any and all activities conducted by such individual under the age of 18.
2. Definitions and Interpretation
In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:
Account means an account which gives a possibility for you to use services provided in the Platform and get all of the benefits from it;
Buyer means the user who enters the transaction by buying any Goods and/or Services;
Goods and/or Services means the digital items, goods and/or services displayed, listed and/or offered by the Seller for sale through or on the Platform.
Information means any information, details, content, dimensions, data, maps, locations, photographs, text, descriptions, specifications, audio or video clips, graphics, and/or other materials;
Sale Contract means the agreement entered into between the relevant Seller and the relevant Buyer through the Platform for the sale of any of the Goods and/or Services;
Seller means a seller registered with U7BUY who displays, lists or offers any Goods and/or Services for sale through or on the Platform;
U7BUY Services mean the services and features provided or made available by U7BUY through or on the Platform from time to time, including without limitation the services provided by U7BUY to facilitate the Seller and the Buyer to enter into a Sale Contract with each other;
User means any person, who has registered on the Platform;
Platform means the online platform (website, mobile site or mobile application) developed and/or operated by U7BUY;
You/your means all users of the Platform, including without limitation the Sellers and the Buyers.
3. Applicability and Acceptance of Terms & Conditions
3.1 In order to use the Platform, you shall agree to and accept the Terms & Conditions as a whole and without reservations. The use of the Services and/or access to the Platform are subject to the terms and conditions contained herein, including the Privacy Rules, and all other terms and conditions in relation to the use and/or operation of the Platform that may be published from time to time by U7BUY. By using the Platform or Services you signify your agreement to be bound by these Regulations.
3.2 U7BUY reserves the right to make any changes and modifications to these Terms and Conditions, including the right to introduce new provisions and delete the previous ones, due to important reasons, in particular (i) a change in the scope of economic activity carried out by U7BUY, (ii) the need to adjust the provisions of these Terms and Conditions to the applicable law, including case law of common courts or new resolutions, decisions, recommendations or other acts issued by the authorities authorized to issue binding regulations, (iii) in order to ensure proper functioning of the Platform, (iv) in order to introduce new products or services offered by U7BUY or to highlight new product categories introduced by the Sellers on their respective Sellers’ Stores, (v) modifying the functionality of products, services or service delivery methods due to technological considerations, (vi) and to ensure the safety and security of the Users, Sellers, Selling Users, (vii) changes in the amount of fees and commission charged by U7BUY due to U7BUY economics’ decision, or (viii) in order to preventing abuse or crime.
3.3 The amended Terms & Conditions will be published on the Platform and become binding for User fourteen days after the information about the changes of Terms & Conditions is delivered to the User. For new Users, the version published on the Platform at the moment of their registration applies immediately. The User who does not agree with the amended Terms & Conditions should resign from using the Platform.
3.4 The Regulations shall be written in the English language. In the event that the Regulations is translated into any other language and there is any inconsistency between the version in the English language and such translation, the English version shall be the binding version.
3.5 When using any services or sending e-mails to U7BUY, the User and the Seller communicate with U7BUY electronically. U7BUY communicates with Users and Sellers by e-mail or by posting notices on the Platform or through their distribution via communication channels within other services. For contractual purposes, the User and the Seller consent to receive communications electronically and they agree that all agreements, notices, disclosures and other communications that U7BUY electronically provides meet any legal requirements of such communication in writing, unless mandatory applicable laws specifically require a different form of communication.
4. Users' Accounts
4.1 If you wish to have access to the Platform and U7BUY Services, you shall create an Account with U7BUY in accordance with the Registration Process. Upon successful registration, you may be given access to the Platform and U7BUY Services by logging in to your Account. U7BUY shall be entitled to perform a background check on you and shall have the right, in its sole and absolute discretion, to refuse to grant you access to the Platform and U7BUY Services or any part thereof. You may be asked to provide additional verification or information during the registration process.
4.2 You shall be solely responsible for keeping the username and password of your Account confidential and secured at all times and shall immediately notify U7BUY of any unauthorised access to your Account. Any instruction, notification or confirmation received by U7BUY from your Account shall be deemed to have been issued by you notwithstanding that such notification or confirmation may have been issued by a third party, whether authorized or otherwise, and you shall be bound by such instruction, notification or confirmation. U7BUY shall not be liable for acting on the instruction, notification or confirmation sent through your Account. U7BUY shall not be obliged to investigate the authenticity or authority of the person sending/effecting the instruction, notification or confirmation or verify the completeness of such instruction, notification or confirmation.
4.3 You shall closely monitor all activities and transactions carried out through your Account and you shall take all steps and measures to check and verify the transaction history of your Account. You shall immediately notify U7BUY:
(a) of any unusual activities or transactions in connection with your Account or in the event that any of the activities or transactions are not accurately recorded in your Account;
(b) upon receipt of any incomplete, garbled or inaccurate data or information from U7BUY; and
(c) upon receipt of any data or information which is not intended for you and you shall not use or disclose any such data or information without U7BUY’s written consent.
4.4 Unless expressly agreed by U7BUY each person is limited to one Account. No Account may be created on behalf of or in order to impersonate another person. Should U7BUY discover that such a fraudulent account has been created, U7BUY shall be entitled to immediately suspend the account and reserves the right to take any further remedial action, including without limitation informing the relevant authorities, without any liability on the part of U7BUY.
5. Service Fees
5.1 Unless expressly provided otherwise, U7BUY collects its commission and any other possible fees from the prices determined by the Seller in relation to each transaction. During the process of creating and auction a Seller is provided with all the information on commissions and other fees which the Seller is subject to in relation to listing a particular auction with the Platform.
5.2 Using the Platform, creating an Account and buying Digital Content through the Platform is free of charge for the Users. U7BUY’s commission is collected from the sale price of Digital Content specified by the Seller. However, Users may be charged for additional services contracted from U7BUY via the Platform. Users and Sellers are solely responsible for paying fees and taxes relating to their use of Services available on the Platform. Users and Sellers are particularly responsible for paying due taxes, fees or other due amounts required in connection to the contracts entered into via the Platform on their own. In any case U7BUY shall not be responsible for settling such fees. If a certain payment method shall fail or an invoice is overdue, U7BUY reserves its right to demand payment by way of another method of payment including all possible additional costs of such method.
6. Sale Contract
6.1 All Sale Contracts are strictly made between the relevant Seller and the relevant Buyer to the full and absolute exclusion of U7BUY. U7BUY makes no representation and/or warranty of any kind as to the Goods and/or Services and U7BUY shall not be made liable or responsible to you in any manner whatsoever for any costs, loss, damages, claims, fines, penalties, liabilities and/or expenses howsoever arising from the Sale Contract, including without limitation for any negligence, delay, failure, fault and/or breach on the part of the relevant Seller or Buyer. The Buyer acknowledges that there is a risk that the relevant game developer may modify the Buyer’s game account and its content from purchases made by the Buyer via the Platform and U7BUY shall not be held liable in any manner whatsoever in such circumstances. For the avoidance of doubt, all Goods and/or Services are offered by the relevant third party Seller and U7BUY is merely the facilitator of such Goods and/or Services. As such, U7BUY has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings. U7BUY is not obliged to conduct pre-screening on users. U7BUY cannot guarantee that a Buyer or Seller will actually complete a transaction.
6.2 Notwithstanding the foregoing, the Sale Contract shall be subject to and you shall observe and comply with the following terms and conditions:
(a) You shall not modify or cancel any Sale Contract formed via the Platform except with the agreement in writing of U7BUY and on the condition that you shall indemnify U7BUY in full against all loss, costs, damages, charges and expenses (including loss of profit) incurred by U7BUY as a result of such modification or cancellation;
(b) You shall carry out all your obligations in connection with the Sale Contract diligently in a timely manner and with due care and skill;
(c) You shall comply with any instructions, guidelines and/or policies as may be published or provided by U7BUY in connection with the Sale Contract from time to time.
6.3 In the event that any conflict, dispute and/or issue between you and another user or a third party in respect of the Sale Contract arises,
(a) we encourage you to contact the user or third party and use your best endeavour to resolve such conflict, dispute or issue fairly and amicably, which U7BUY shall use reasonable commercial efforts to facilitate.
(b) U7BUY may, but not obliged to, intervene or take part in the resolution of such conflict, dispute or issue for the benefit of users. U7BUY does so in good faith and at its sole and absolute discretion, in accordance with the dispute resolution process based upon U7BUY policies. U7BUY has no obligation to resolve disputes between users or between users and outside parties. You shall comply with all reasonable instructions as may be made by U7BUY in connection thereof.
(c) Users may approach the claims tribunal of their local jurisdiction to resolve any dispute arising from a transaction.
(d) U7BUY shall have the right to retain any sums paid by the Buyer for the relevant Goods and/or Services until a mutually amicable binding resolution has been reached; and
(e) You release U7BUY (and U7BUY's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all demands, damages and claims (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes with one or more users, or a third party to the maximum extent permitted by applicable law.
7.1 Payment Processing
(a) When you provide payment information to U7BUY or to one of its payment processors, you represent and warrant that you are the authorized user of such information, including, without limitation, the credit card, PIN, key, or associated account, and you authorize U7BUY and the payment processors to charge you for your purchases, subscriptions, or any other fees incurred by you.
(b) U7BUY, in its sole discretion, may inspect and verify (i) details related to the listing sold on Marketplace, (ii) the buyer of the Marketplace listing, and (iii) the Seller of the Marketplace listing. As a part of the verification process, U7BUY may require the buyer or Seller to provide additional identification information, including, without limitation, a copy of a valid driver's license (or other form of government issued identification) prior to or during the transaction. Users may also be asked to go through additional security procedures and share additional information to confirm their identity. U7BUY reserves the right to reject any item that we believe (in our sole discretion) may: (i) be fraudulent, invalid, inauthentic or stolen, (ii) have come from an unauthorized or illegal source, (iii) be related to any illegal activity or (iv) otherwise pose a financial risk to us or our users.
(c) You agree and acknowledge that payment processing services are provided by third parties (the "Payment Processors"). As a condition of selling, you agree to provide U7BUY accurate and complete information about you and your business (if applicable), and you authorize U7BUY to share, in accordance with the Payment Services Agreement, such information and applicable transaction information related to your use of the payment processing services provided by the Payment Processors.
7.2 Payment by the Buyer
The relevant Buyer shall pay the sum in respect of any Sale Contract (“Sale Contract Sum”) through the payment gateways available on the Platform subject to any terms and conditions as may be imposed by the relevant payment gateway service provider.
7.3 Payment to Seller
(a) Upon successful delivery of the purchased Goods and/or Services and submission of all necessary supporting documentation as may be required by U7BUY evidencing successful delivery, U7BUY will credit the relevant Sale Contract Sum into the Seller’s Account via the payment method selected by the Seller after deducting the fees as may be charged by U7BUY subject to U7BUY’s right to retain any sum under this Agreement Provided Always that U7BUY has not received any complaints or notice of dispute from the Buyer and the Buyer has successfully received the relevant Goods and/or Services.
(b) U7BUY shall be entitled to withhold the Contract Sum for such period as may be determined by U7BUY in accordance with this Agreement, including without limitation the relevant Policies.
(c) Any payments made by U7BUY to the Seller shall be in accordance with the timeframe and cut-off time determined by U7BUY, subject to such variation or modification as U7BUY shall in its absolute discretion determine from time to time.
(d) You shall not be entitled to set off any payment due to U7BUY against any claim made by or payments due to you.
(d) In the event that U7BUY has reason to suspect that you are engaged in any fraudulent or other similar activity, U7BUY shall have the absolute discretion to cancel any payment request made by you.
8. General Use of the Platform
8.1 In consideration of you agreeing to the terms and conditions contained in this Agreement, U7BUY grants you a non-exclusive, non-transferable right to access and use the Platform and U7BUY Services solely and to the extent necessary for the purpose of this Agreement. The Platform and/or the U7BUY Services shall not be commercialised in any manner whatsoever.
8.2 The Platform, U7BUY Services, and/or all Information contained on, in or made available through the Platform and/or U7BUY Services shall be collectively referred to as “U7BUY Platform/Services” and reference to U7BUY Platform/Services shall include any part thereof. Save and except as otherwise stated in this Agreement or with U7BUY’s prior written consent, you shall not and shall not attempt to, whether by yourself or by allowing any third party:
(a) copy, distribute, recreate, and/or disseminate U7BUY Platform/Services except where such act is incidental to the normal use of U7BUY Platform/Services, or where it is necessary for the purpose of this Agreement or other back-up and/or operational security reasons;
(b) rent, lease, sub-license, loan, translate, merge, adapt, vary or modify U7BUY Platform/Services;
(c) make alterations or modifications to the whole or any part of U7BUY Platform/Services, or permit U7BUY Platform/Services to be combined with, or become incorporated in, any other programs;
(d) disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of U7BUY Platform/Services;
(e) provide or otherwise make available the underlying software of the Platform in whole or in part (including object and source code), in any form to any person;
(f) use U7BUY Platform/Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with or not authorised by this Agreement, or act fraudulently or maliciously;
(g) collect or harvest any Information from U7BUY Platform/Services or U7BUY’s systems or attempt to decipher any transmissions to or from the servers running any of the U7BUY Services;
(h) access any data or Information not intended for you, including without limitation logging into a server or an account which you are not authorized to access;
(i) use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform and/or transmit or distribute any malicious code, viruses, or harmful data into or through the Platform or any operating system; (j) misuse, abuse or hack into any aspect of U7BUY Platform/Services in any manner whatsoever or otherwise compromise the integrity of U7BUY’s software or systems;
(k) send, advertise or publish any unsolicited advertising or promotional content through or on U7BUY Platform/Services; and
(l) use U7BUY Platform/Services in a way that could: (i) damage, disable, overburden, impair or compromise U7BUY’s systems, software and/or security; or (ii) interfere with other users’ use and enjoyment of U7BUY Platform/Services.
8.3 The Seller does not have access to all data available to U7BUY. The Seller have free access to data related to its activities performed within his/her Seller’s Store.
U7BUY does not provide paid access to sales statistics on the Platform. General Sales statistics on the Platform are stored by U7BUY also after the termination of the contract with the Seller. Each Seller may gather his/her own sales statistics for own use and/or may maintain accounting data according to the relevant laws of his/her jurisdiction.
U7BUY’s access to Seller’s personal data, the rules for this access, as well as the storage period and the rules for deleting such data are set out in Privacy and Cookies Policy.
8.4 SELLERS ARE STRICTLY PROHIBITED FROM LISTING AND SELLING ANY DIGITAL CONTENT WHICH INFRINGE THE APPLICABLE LAWS, THIRD PARTY RIGHTS (INCLUDING COPYRIGHT) OR THESE TERMS AND CONDITIONS.
9. Obligations of Sellers
9.1 By accepting these Terms and Conditions, and by placing any Goods for sale on the Platform, each Seller warrants and acknowledges that:
(a) it has a full capacity and right to accept the Terms and Conditions any related documentation, to grant licences and authorizations and assume obligations described herein;
(b) such Goods are legally obtained and originates from legal sources, is free from any defects and any third-party rights and claims, and the Seller possesses all the necessary licenses, rights, permits and consents to their use, distribution, posting, publication, sale, including the right to sale through the Internet, online system, as well as that the rights are not limited in any way;
(c) such Goods do not violate any third-party rights, including copyrights, trademarks, patent rights, trade secrets, privacy rights, image rights, nor any other ownership rights or intellectual property rights;
(d) it commits to use the Platform and Services in line with these Terms and Conditions, applicable laws and good practices;
(e) it will not engage in any activities that could be detrimental to U7BUY brand or which may have negative effect on the Platform, or the Goods sold via the Platform;
(f) it will not use the Platform for any money laundering related activities nor for any actions that may in the view of U7BUY raise the risk of being accused of using the Platform for money laundering purposes;
(g) it will not use the Platform to resell Goods acquired free of charge or with a discount related to a charity event or supporting such an event;
(h) will not use VPN connection during the use of Platform, unless expressly agreed otherwise on a case-by-case basis;
(i) will not list and will not sell on the Platform Goods which contains or may be used to receive, directly or indirectly, illegal contents and services.
9.2 Furthermore, each Seller represents, warrants and acknowledges that the property on sale that they submit, present and publish:
(a) will be genuine, appropriate, complete and lawful;
(b) will not be false, deceitful or unreliable;
(c) does not contain information that is libellous, threatening, harassing, obscene, controversial, offensive, explicit or discriminatory to any minority;
(d) does not contain information that is discriminatory or promote discrimination based on race, gender, religion, nationality, disability, sexual orientation or age;
(e) does not violate the Password Policy, Regulations or any other related Additional Arrangements;
(f) does not infringe any applicable laws or regulations (including but not limited to regulations regarding export control, protection of consumer rights, unfair competition or fraudulent advertising) or promote any behaviour that might infringe or violate any applicable laws or legal provisions;
(g) does not link, either directly or indirectly, to any website(s) that might contain content infringing the Regulations.
9.3 Each Seller represents, warrants and acknowledges that they:
(a) will take all actions when visiting the Platforms in accordance with applicable laws and regulations;
(b) will deal with other Platform users in good faith;
(c) will take all actions in accordance with the Regulations, other documents and applicable Additional Arrangements;
(d) will not use the Platforms or any Sites for embezzlement or abuse of other users (e.g. sale of stolen property, use of stolen credit/debit cards);
(e) will not profess themselves as someone or whatever else or misrepresent their details or relations with someone or whatever else;
(f) will not become involved in spamming or phishing (acquire information deceitfully);
(g) will not become involved in any other unlawful activity (including crimes, torts, etc.) or encourage or persuade to commit unlawful acts;
(h) will not become involved in any attempt to reproduce, use or embezzle any legally reserved U7BUY address directories, databases and password lists;
(i) will not use any computer virus or any other destructive equipment or code to destroy, tamper, intercept or appropriate any software or hardware, data or personal information whatsoever;
(j) will not attempt to compromise the integrity of data, systems or networks used by U7BUY and/or any other Platform user or gain unauthorised access to such data, systems or networks;
(k)will not become involved in any action that might otherwise render U7BUY or our partners liable.
10. Consumer Protection
10.1 Under the Customer Protection for an increased price for the Goods, the Buyer is entitled to receive:
(a) the replacement product in the case the purchased Goods had any defects or was different from the description;
(b) in the case a replacement cannot be granted, refund of the sale price;
10.2 Customer Protection is available for an individual Goods and the price of participating in the Program is indicated for each product on the product payment page.
10.3 In order to receive the replacement Goods or price refund, the Buyer should contact U7BUY via the Support section of the Platform.
10.4 U7BUY will take all reasonable efforts to process a complaint under the Customer Protection as soon as possible. In any event, U7BUY will provide the Buyer, who acts as a consumer, with a response to the complaint within 14 days from the day U7BUY receives the consumer’s complaint. The funds will be refunded within 7 days from the positive verification of the complaint.
10.5 The Buyer who violated the Terms & Conditions, or has engaged in fraud or abuse of the Customer Protection will not be entitled to receive any benefits under the Program. With respect to the Buyers who engaged in fraud or abuse of the Customer Protection, U7BUY has the right to reverse any refund already paid out to such a Buyer.
10.6 Refund of the sale price under the Customer Protection will be made in the form of a transfer of funds to the Balance of the Buyer available on his User account or to the original method of payment. The Balance will amount to the net sale price paid by the Buyer. The Balance may be used to purchase Goods on the Platform. The Balance cannot be paid out, transferred to a bank account of the User or redeemed for any other currency.
10.7 The Customer Protection is fully available and effective for the Buyer at the moment of the purchase of Goods.
11. Prohibitted Actions
11.1 U7BUY reserves the right to remove, modify or reject any User Content posted, published or presented on the Platforms that we find to be unlawful, violate the Regulations, make U7BUY or our partners liable or be otherwise inappropriate in the opinion of U7BUY.
11.2 If the User/Seller violates any provision of the Regulations or if U7BUY reasonably believe that it has been violated by any User/Seller, U7BUY is entitled to impose penalty on such User/Seller or suspend or delete the account or discontinue of the use of any Service whatsoever by such User/Seller without being liable therefor to the User/Seller. U7BUY is also entitled to restrict, refuse or ban the existing or future access to the Services provided by U7BUY. Among other things, the penalties that can be imposed by U7BUY include giving of warning; removal of any product or User/Seller Content posted, published or presented by the User/Seller on a Platform; restrict more than one product posted or presented by the User/Seller; or restrict any functionality of the Services for the period that U7BUY may find appropriate at their absolute discretion. U7BUY reserves the right to repossess the User’s/Seller’s property (i.e. software activation keys, games) in case of gross violation of any provision of the Regulations.
11.3 Notwithstanding the generality of the foregoing, the User/Seller will be deemed to be guilty of a gross violation of the Regulations in the following events:
(a) as a result of a complaint or notice filed by a third party U7BUY can reasonably believe that the Seller has failed, either deliberately or substantially, to perform the contract with such a third party, including but not limited to the situation in which the Seller has not delivered any ordered property despite having received payment therefor or the property delivered by the Seller does not live up to the conditions or standards described in the contract (i.e. bid description) with such a third party,
(b) U7BUY can reasonably suspect that the User has used a stolen credit card or any other false information when contracting with a partner,
(c) U7BUY can reasonably suspect that any information provided by the User/Seller is invalid, incomplete, untrue, inappropriate or misleading,
(d) U7BUY suspects that actions taken by the User/Seller expose U7BUY, its partners and any other Users to financial losses or may result in making the same liable.
11.4 U7BUY reserves the right to cooperate fully with authorities, private detectives and/or cheated third parties as part of criminal or civil investigations. Furthermore, U7BUY may disclose the User’s/Seller’s identity and contact details to any aggrieved third party when requested to do so by authorities or any other law enforcement body or subject to a judicial injunction or otherwise. U7BUY will not be held liable for the damage caused by such disclosure and the Member agrees not to take any legal action or raise any claim against U7BUY.
11.5 If the Member is in breach of the Regulations, U7BUY also reserves the right to report such breach on the Platforms. If such breach involves any unfair or unlawful conduct, U7BUY also reserves the right to disclose such breach to our partners, including without limitations, etc. U7BUY partners may restrict, suspend or bar access to all or any part of the services provided by such partners, take any other remedial measures and publish the User’s/Seller’s breach of the regulations on the sites operated or controlled by U7BUY partners.
11.6 Each User/Seller agrees to indemnify and hold harmless U7BUY, our partners, officers, personnel, agents and representatives from and against any losses, damage, claims or liabilities (including legal costs incurred to claim full compensation) that may result from your posting, publication or presentation of any User Content, from the use of the Platform or Services or from the violation of Regulations.
11.7 Each User/Seller recognises that U7BUY will not be held liable or obliged to you or whomever else for any User Content or other materials presented on the Platforms, including those that are illegal, false, misleading, inappropriate, libellous, offensive or prohibited, and that the risk of damage caused by such materials is borne only by each User/Seller separately. U7BUY reserves the right to assume, at our expense, full control and defence of any case other than indemnity for a member. In such an event the Member will cooperate with U7BUY in claiming any defence.
11.8 U7BUY reserves its right not to accept any returns of already delivered items/game keys.
12.1 “ Confidential Information ” means all Information of any kind, whether in machine readable or visually readable form, oral or otherwise and whether or not labelled as “Confidential”, that are made available by or on behalf of the disclosing party to the receiving party, whether before or after the commencement of the term of this Agreement, for the purposes relating to or in connection with this Agreement. The Confidential Information shall include without limitation technical information, data, know-how, information relating to the disclosing party's or their respective affiliates’ business, trade secrets, revenue or income information, marketing strategies, financial condition and operations, and any other information that is by its nature confidential and proprietary to the disclosing Party or its suppliers/affiliates.
12.2 “Confidential Information” shall not include information that: (i) was, at the time of its disclosure, already in the possession of the receiving party free of any obligation to keep it confidential and such party can establish, through reasonably sufficient and credible competent evidence, such prior possession; (ii) is independently developed by the receiving party, (iii) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives; or (iv) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or its Representatives; provided, however, that such source is not to the knowledge of the receiving party bound by a confidentiality agreement or other legal or fiduciary obligation of secrecy to the disclosing party.
12.3 Unless otherwise stated herein, the receiving party of any of the Confidential Information agrees not to disclose such Confidential Information to any person except (i) where such disclosure is required by law or the regulations of any securities exchange or court of competent jurisdiction; (ii) where such disclosure is permitted under this Agreement; (iii) to their respective Representatives and/or legal, financial and/or accounting advisors who have a definite need to know such Confidential Information; and/or (iv) with prior written approval of the disclosing party.
12.4 In the event that any of U7BUY’s Confidential Information is required to be disclosed in any manner due to the requirements of any applicable law or the regulations of any securities exchange or securities trading system, or court of competent jurisdiction, you shall give prompt written notice to U7BUY prior to any disclosure sufficient under the circumstances to allow U7BUY to seek a protective order or other appropriate remedy. You shall: (i) only disclose such minimum information as is legally required and shall, at the request of U7BUY, use commercially reasonable efforts to obtain confidential treatment for U7BUY’s Confidential Information that is to be disclosed and allow U7BUY, if it wishes, to also take such measures as it deems necessary or desirable to challenge any such disclosure or to otherwise redact or minimize such disclosure; and (ii) fully cooperate with U7BUY.
12.5 All Confidential Information shall solely be used for the purpose of this Agreement.
12.6 Notwithstanding anything contained herein, U7BUY shall be entitled to disclose your Information to the relevant Seller, Buyer or U7BUY’s service providers for the purpose of providing the U7BUY Services. You hereby irrevocably and unconditionally authorises U7BUY to forward your contact Information to the relevant Seller or Buyer for the purpose of the Sale Contract.
12.7 This Clause shall survive the termination or expiry of this Agreement for any reason whatsoever.
13. Intellectual Property Rights
13.1 All existing Intellectual Property Rights of U7BUY, its contractors, partners, services providers, suppliers, or licensors (if any) shall belong and remain with its respective owner. Nothing in this Agreement shall transfer or assign such Intellectual Property Rights to you.
13.2 All Intellectual Property Rights created and/or developed pursuant to this Agreement by U7BUY (its suppliers, contractors, partners and/or licensors (if any)) shall belong absolutely to U7BUY.
13.3 You shall not, whether by yourself or through any other person, engage in any conduct which will infringe the Intellectual Property Rights of U7BUY or those of any third party in relation to your use of the Platform and/or the U7BUY Services.
13.4 You shall use any Information and/or properties made available to you by U7BUY under this Agreement in which any of U7BUY’s Intellectual Property Rights subsist solely for the purpose of and only to the extent permitted by this Agreement. This Clause shall survive the termination of this Agreement.
14. Warranty, Unavailability, and Disclaimer
14.1 U7BUY warrants that the U7BUY Services will be provided with reasonable care and skill.
14.2 Information made available to you through the Platform or U7BUY Services may be furnished to U7BUY by third party, including without limitation the Seller and other users of the Platform. While U7BUY will use reasonable endeavours to ensure that such Information is communicated to you in its original form as supplied by the third party, U7BUY does not warrant that the said Information is accurate, complete, reliable, original, current, or error-free.
14.3 In relation to the use of the Platform and/or U7BUY Services, U7BUY does not warrant that:
(a) the functions contained in the Platform and/or U7BUY Services will meet your requirements;
(b) the operation of the Platform and/or U7BUY Services will be uninterrupted or error-free;
(c) any defects in the Platform and/or U7BUY Services will be corrected; and
(d) the Platform is free of viruses, bugs, online interruption or other harmful threats. You shall be responsible for implementing all necessary security and virus protection measures on or in your computer or mobile device before accessing the Platform.
14.4 You understand, acknowledge and agree that:
(a) advice or recommendations are a matter of opinion and may not represent the true application, quality or feature of a particular service, as such you accept that any advice or recommendation given by U7BUY, its employees or agents is followed or acted upon entirely at your own risk, and accordingly U7BUY shall not be liable for any such advice or recommendation;
(b) all transactions conducted on the Platform are through telecommunication and data network. As such, your receipt of the notification from U7BUY and vice versa may be delayed or prevented by factors affecting the relevant service providers and other relevant parties. You accept that U7BUY cannot guarantee the prompt delivery of such notification or confirmation; and
(c) there may be certain times that the Platform or U7BUY Services may not be available due to maintenance, updating or upgrading works, or such other reasons beyond the control of U7BUY. U7BUY makes no warranty that the Platform and/or U7BUY Services will be available at all times and U7BUY shall not be held responsible or liable in any manner whatsoever for such unavailability.
15. Limitation of liability
15.1. Within the scope permitted by law, U7BUY’s liability shall be excluded in relation to:
(a) any damages resulting from the use of the Platform, accessing it or the inability to use the Platform by the Seller or the User due to reasons beyond U7BUY control;
(b) any damages related to viruses, Trojan horses etc. which may be transferred to the Platform or through the Platform by third parties, except that U7BUY is obliged to immediately take actions aimed at the removal of any threats related to such viruses, etc.;
(c) implications of any access data or private information being accessed by any third party in an unauthorized manner, if it occurs due to reasons related to the User, in particular by reason of the User making his password available to third party;
(d) any actions taken by U7BUY in relation to the User or the Seller linked to any their infringement of the law in force or Terms and Conditions, particularly such as account blockade or stopping access to the Platform, limitation of possibilities to use specific services of functions within the Platform;
(e) infringing the law in force or any third party rights by Sellers and/or Selling Users, in particular in relation to any damages caused to third parties by Sellers as a result of violating copyrights, industrial property rights, etc., in particular for any demands in relation to the transmission, distribution, publication, offering, presentation of data to which the Seller or/and the Selling User does not have copyrights or any other required titles;
(f) any actions and results thereof related to any violation by the User or Seller of these Terms and Conditions or to submission by the Seller or the User of false data or submission of false or untrue statements and assurances, mentioned in these Terms and Conditions;
(g) any actions based on collection of personal data by the Seller or the User in a manner contrary to the law in force, or their processing, in particular transfers of other Users personal data to unauthorized persons;
(h) any harm, damages, claims, compensation, non-pecuniary damages in relation to claims of one User against another User (exclusion of U7BUY from any disputes between Users);
(i)any harm, damages, claims, compensation, non-pecuniary damages, physical and legal defects of products and services sold through the Seller’s Store by Sellers against Users or other Sellers – owing to the fact that within such scope, U7BUY is not a party of such legal relationships.
15.2. U7BUY shall not in particular bear any responsibility against any third parties related in particular to nonperformance or improper performance by the Seller of his agreement with the User (or other Seller), or to any delict committed by the Seller, any infringement by the Seller of the law in force or related to any false information, assurances or statements submitted by the Seller. Should any claims, complaints, petitions, pretensions, etc. be directed by third parties to U7BUY, related to Sellers' behavior specified in section 15.1. above, the Seller is obliged to take full responsibility against these entities, which means in particular that the Sellers shall bear all and any costs related thereto and borne by U7BUY or to which U7BUY will be forced through any kind of commitment, including where legal advice will be sought or any fees, damages, fines, penalties, notice charges, charges related to personal presence at court or in front of any authority and public administration body, correspondence costs and any other possible charges, fees, etc. Moreover, where third parties file any claims against U7BUY related to any violations on part of the Seller, in particular violation of copyrights, such Seller shall replace U7BUY in such proceedings or shall act as a third party respondent. The provision 15.2 is accordingly applied to the Selling Users to the extent, which does not infringe the consumer rights.
15.3. Furthermore U7BUY does not guarantee that any Seller or any User is capable of concluding an agreement through his/her Seller’s Store, and in particular that such agreement will be performed. U7BUY is not responsible against Users and Sellers for any non-performance or improper performance of the agreement neither by the User against the Seller and the User against the Selling User nor by the Seller against the User and the Selling User against the User, nor the Seller against other Seller. U7BUY shall not be liable against the Users (or other Sellers) for the products and services sold through Sellers’ Stores by the Sellers and the Selling Users, including for whether they are fit for purpose, for their quality, legality, legal and physical defects. U7BUY shall not be liable against the Sellers and the Selling Users for the correctness and validity of any statements made by the Users/Sellers, for their solvency or ability to conclude agreements with Sellers through their Seller’s Stores.
15.4 If any Intermediate Body charges U7BUY for any Adjustment due to a Seller’s act or omission on the Seller’s Store, including as a result of listed within Seller’s Stores digital products, or services which breach of the Intermediate Body Scheme Rules, the Seller shall repay any and all such that Adjustment to U7BUY. The Seller or Selling User hereby agree that all Adjustments assessed by any Intermediate Body (either to the Seller, Selling User or U7BUY) in connection with any act or omission done willfully or negligently by the Seller or Selling User shall be the liability of the Seller and shall be charged for Seller or Selling User.
15.5 Unless the applicable law provides otherwise, U7BUY is entitled to make, at its absolute discretion, any set-off from funds accumulated by the Seller on U7BUY Balance.
15.6 The Seller acknowledges and agrees that during these Terms and Conditions and after their termination or expiration for any reason whatsoever, the Seller shall continue to bear liability for all Adjustments and indemnification obligations pursuant to these Terms and Conditions and all other amounts due or which may become due under these Terms and Conditions. This liability is not subject to any limitation of liability that may be expressed elsewhere in these Terms and Conditions.
15.7 The Seller undertakes to be liable to the User for a Product sold for no longer than 2 (two) years from the date of its sale unless the applicable law provides otherwise. After the expiry of the period specified in the previous sentence, the User will not be able to file a claim against the Seller via the Platform, however, it does not exclude the User’s right to commence a dispute with the Seller outside the Platform.
16.1 Without prejudice to any other rights that U7BUY may have under this Agreement or at law, U7BUY may immediately terminate this Agreement by notice in writing if:
(a) you are in breach of any of the terms and conditions of this Agreement and such breach is not remedied by you within thirty (30) days’ of U7BUY’s written notice; or
(b) you shall pass a resolution for winding up or becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration, including without limitation bankruptcy proceedings, or if a receiving order is made against you or you make any arrangement or composition with your creditors.
16.2 Without prejudice to any other rights and remedies U7BUY may have under this Agreement or at law, upon termination:
(a) all rights granted to you under this Agreement shall cease;
(b) you shall immediately cease all activities authorised by this Agreement; and
(c) you shall immediately destroy or, at U7BUY’s request, promptly return all U7BUY’s Confidential Information which is in your possession and to certify to U7BUY that you have done so
Any term, condition, stipulation, provision, covenant or undertaking (“Provision”, and any reference to Provision shall include any part thereof) contained in this Agreement which is illegal, invalid or unenforceable shall be fully severable and ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining Provisions contained in this Agreement which shall not be affected by the illegal, invalid or unenforceable Provision or by its severance herefrom. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable Provision had never comprised a part hereof. Where any Provision of, or the application of any provision of this Agreement is illegal or unenforceable or deemed to be illegal or unenforceable, the Provision shall continue to apply with the necessary modification in order that the Provision is legal, valid and enforceable provision.
The covenants, conditions and provisions of this Agreement which are capable of having effect and which shall by its nature survive after the termination or expiration of this Agreement shall remain in full force and effect following the termination or expiration of this Agreement.
19. Final Provisions
19.1 The agreement between the User and U7BUY for the provision of services specified in point 10.1 is concluded for an indefinite period of time.
19.2 The User and U7BUY have the right to terminate the agreement.
19.3 U7BUY may terminate the agreement without a cause by deleting User’s account or blocking User’s access to the Platform upon a fourteen days’ written notice.
19.4 The User may terminate the agreement without a cause at any time by requesting U7BUY to delete the User’s account on the Platform. U7BUY is obliged to issue a written confirmation of receipt of the request and delete the account within 7 days from receipt thereof. After such period the agreement is terminated.
19.5 In the case of gross violations of the Terms & Conditions, U7BUY has the right to terminate the agreement with immediate effect.
19.6 Without prejudice to the provision of law applicable in relations with the consumers, the Terms & Conditions and any other documents related to the functioning of the Platform and services rendered through the Platform are governed by and should be interpreted in accordance with laws of China.
19.7 If any provision of the Terms & Condition proves to be invalid or ineffective, it will not affect the validity of the remaining provisions. Invalid or ineffective provision will be replaced by such valid provision which reflects the economic value, the intention of the parties and objective of the invalid or ineffective provisions to the highest extent. The pertinent clause does not apply to the Users who act as consumers.